Prospectus - Bangladesh Securities and Exchange Commission · 2018-03-25 · 2 Availability of...

‘If you have any query about this document, you may consult issuer, issue manager and underwriter’

Prospectus For

Public offer of 40,000,000 ordinary shares of Tk. 10/- at an issue price of Tk. [*]/- each including a premium of Tk. [*]/- per share totaling to Tk. [*]/-

(Indicative price is Tk. 127/- each including a premium of Tk. 117/- per share) Of

MJL Bangladesh Limited Upward Band: Tk. 152.40 Downward Band: Tk. 101.60

Bidding period for EIIs:

Manager to the Issue Prime Finance & Investment Limited

63, Dilkusha C/A (3rd Floor), Dhaka-1000 Phone: 9563883, Fax: 9563692 E-mail: [email protected],

Website: www.primefinance.net

Registrar to the Issue Grameen Capital Management Limited

Underwriters

Bangladesh Mutual Securities Limited Grameen Capital Management Limited

ICB Capital Management Limited IDLC Finance Limited

IIDFC Capital Management Limited Karnaphuli Insurance Company Limited

LankaBangla Finance Limited Mercantile Securities Limited Prime Bank Investment Limited Prime Finance & Investment Limited Pubali Bank Limited Union Capital Limited

Credit Rating Status

Rating Company: Credit Rating Information and Services Limited (CRISL) Long term: AA+ Short term: ST-1

Issue Date of the Prospectus: ……………

The issue shall be placed in “N” category

“CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR”

MJL Bangladesh Limited

REGISTERED OFFICE Mobil House, CWS (C) 9, Gulshan-1, Dhaka-1212.

Tel:+88(02) 8813597-8, 8813661 Fax:+88(02) 9885269 E-mail: [email protected]

Web: www.mobilbd.com

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Availability of Prospectus

The Prospectus of MJL Bangladesh Limited may be obtained from the Issuer Company, Issue Managers, The Underwriters and The Stock Exchanges as follows:

Issuer Company Contact Person Telephone Number MJL Bangladesh Limited Mobil House, CWS (C) 9, Gulshan-1,Dhaka-1212.

Mohammad Tipu Sultan FCA Chief Financial Officer

813597-8 8813661

Managers To the Issue Contact Person Telephone Number Prime Finance & Investment Limited 63, Dilkusha C.A., (3rd Floor), Dhaka-1000

Md. Rezaul Haque Senior Vice President & Head of Merchant Banking

9563883

Underwriters Contact Person Telephone Number Grameen Capital Management Limited Grameen Bank Bhaban, Mirpur-2, Dhaka-1216

Mr. Shieadul Morsalin Head of Merchant Banking

8057618

ICB Capital Management Limited 8, DIT Avenue (14th Floor), Dhaka-1000

Mr. Md. Abdur Rouf Chief Executive Officer

7160326-27

Union Capital Limited Noor Tower (5th Floor), 73, Sonargaon Road Dhaka-1205

Mr. Abul Munim Khan SVP & Head of Business

9662888

IDLC Finance Limited Eunoos Trade Center, Level 13, 52-53 Dilkusha C/A,Dhaka-1000

Mr. Md. Moniruzzaman Head of Merchant Banking Division

Prime Finance & Investment Limited 63, Dilkusha C.A., (3rd Floor), Dhaka-1000

Mr. Md. Rezaul Haque SVP & Head of Merchant Banking

9563883

Mercantile Securities Limited Paramount Heights, 65/2/1, Box Culvert Road, Purana Paltan, Dhaka

Mr. Mustofa Kamal Chief Executive Officer

7119654

Karnaphuli Insurance Company Limited Biman Bhaban (3rd Floor), 100 Motijheel C/A, Dhaka-1000,

F.J. M Hafiza Sultana Company Secretary & GM

9564808-11

Prime Bank Investment Limited People’s Insurance Bhaban,11th Floor, 36Dilkusha C/A,Dhaka-1000

Mr. Sheikh Mortuza Ahmed Chief Executive Officer

9555674, 9557688

IIDFC Capital Limited Eunoos Trade Centre (Level 7), 52-53 Dilkusha C/A,Dhaka-1000

Mr. Md. Anwar Hossain Chief Executive Officer

9550053

LankaBangla Finance Limited Safura Tower (Level 11), 20 Kemal Ataturk Avenue, Banani, Dhaka

Mr. M. Shakil Islam Bhuiyan AVP & Merchant Banking Division 9883701-10

Pubali Bank Limited 26 Dilkusha C/A, Dihaka-1000

Mr. Sayeed Ahmed FCA GM & CFO

9551614

Bangladesh Mutual Securities Limited Shareef Mansion (7th Floor), 56-57 Motijheel C/A, Dhaka

Mr. Sumon Chandra Modak Assistant Vice President

7169428, 9570624

Stock Exchanges Available at Telephone Number Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C.A., Dhaka–1000

DSE Library 9564601-7

Chittagong Stock Exchange Limited (CSE) CSE Building, 1080 Sheikh Mujib Road, Agrabad,Chittagong–4100

CSE Library (031) 714632-3 (031) 720871-3

Prospectus is also available on the websites www.mobilbd.com,www.primefinance.net,www.secbd.org, www.dsebd.org, www.csebd.com and public reference room of the Securities and Exchange Commission (SEC) for reading and study.

Name and Address of the Auditors ACNABIN

Chartered Accountants BDBL Bhaban (13th Floor)

12, Karwan Bazar, Dhaka 1215. Phone: 880-8144347-52 and Fax: 880-8144353

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Table of Contents

Particulars Page Section I: Statutory conditions 7 Disclosure in respect of issuance of securities in dematerialize form 7 Consent to commence bidding by the eligible institutional investors for price discovery 7 General information 9 Section II: Declarations and due diligence certificates 10

Declaration about the responsibility of the director(s), including the CEO of the company “MJL Bangladesh Limited” in respect of the prospectus

10

Consent of the director(s) to serve as director(s) 10 Declaration about filing of prospectus with the Registrar of Joint Stock Companies and Firms 11

Declaration by the issuer about the approval from Securities and Exchange Commission for any material change

11

Declaration by the issue managers about the approval from Securities and Exchange Commission for any material change

11

Due diligence certificate of the mangers to the issue 12 Due diligence certificate of the underwriter(s) 13 Section III: Risk factors and management’s perception about the risks 14 Section IV: Issue size and purpose of the public offering 20 Capital Structure 20 Use of IPO proceeds 20 Implementation Schedule of New Projects 21 Contracts with Any Party for Using the Proceeds of Sale of Securities 21 Section V: Information about the company 22 Information about the Company 22 Nature of business 22 Principal products and services 23 AGM Status of the Company 31 Products/services that account for more than 10% of the company’s total revenue 32 Associates, subsidiary/related holding company and their core areas of business 32 Distribution of products/services 32 Competitive condition of business 33 Sources and availability of raw materials and principal suppliers 34 Sources of and requirement for power, gas and water or any other utilities 34 Customer providing 10% or more revenues 35 Description of contract with principal suppliers/customers 35 Description of any material patents, trademarks, licenses or royalty agreements 36 Number of employees 36 Production/service rendering capacity and current utilization 36 Section VI: Description of property 37 Description of Property 37 Section VII: Plan of operation and discussion of financial condition 38 Internal and external sources of cash (as per audited accounts) 38 Material commitment for capital expenditure 38 Causes for material changes 38 Seasonal aspect of the company’s business 39 Known trends, events or uncertainties 39 Change in the assets of the company used to pay off any liabilities 39

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Particulars Page Loan taken from or given to holding/parent company or subsidiary company 39 Future contractual liabilities 39 Estimated Future capital expenditure 39 VAT, income tax, customs duty or other tax liability 40 Operating lease agreement during last five years 41 Financial lease commitment during last five years 42 Personnel related scheme 42 Breakdown of estimated expenses for IPO 42 Revaluation of company’s assets and summary thereof 44 Transaction between holding/subsidiary/associate company and the issuer 44 Auditors certificate regarding allotment of shares to promoters or sponsor shareholders for

consideration other than in cash 45

Declaration regarding suppression of material information 45 Section VIII: Information about the directors and officers 46 Directors of the company 46 Information regarding directors and directorship 46 Directors’ involvement in other organization 47 Family relationship among directors and top officials 47 Short bio-data of the directors 48 Credit Information Bureau (CIB) report 51 Description of top executives and departmental heads 51 Involvement of directors and officers in certain legal proceedings 52 Certain relationships and related transactions 52 Executive compensation 53 Options granted to directors, officers and employees 53 Transaction with the directors and subscribers to the memorandum 53 Tangible assets per share 55 Ownership of the company’s securities 56 Securities owned by the officers 56 Shareholders shareholding 5% or more 56 Section IX: Features of IPO 57 Book building method 57 Determination of indicative price 59 Market for the securities being offered 61 Declaration about listing of shares with Stock Exchanges 62 Description of Securities outstanding or being offered 62 Dividend, voting, preemption rights 62 Conversion and liquidation rights 62 Dividend policy 63 Other rights of shareholders 63 Debt Securities 63 Section X: Plan of distribution 64 Underwriting of shares 64 Principal terms and conditions of underwriting agreement 64 Commission for the underwriters 65 Section XI: Allotment, subscription and market 66 Lock-in on sponsors’ share 66 Refund of subscription money 67

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Particulars Page Subscription by and refund to non-resident Bangladeshis (NRB) 67 Availability of securities 68 Allotment 68 Application for subscription 69 Trading and settlement 71 Bankers to the issue 72 Section XII: Material contracts and others 74 Material contracts 74 Managers to the Issue 74 Commission to the Bankers to the Issue 74 Section XIII: Corporate directory 75 Section XIV: Auditor’s report and related certificates 76 Auditors report to the shareholders 76 Auditors report under section 135(1), para 24(1) of part II of schedule III to Companies Act,

1994 99

Auditors certificate regarding calculation of EPS and other ratios 103 Projected Earnings 105 Section XV: Credit rating report of MJL Bangladesh Limited 106 Additional Disclosures by the Auditor 120 Application forms 122 Application for shares by investors other than non-resident Bangladeshi(s) 122 Application for shares by Non-Resident Bangladeshi(s) 125

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Definition and Elaboration of the abbreviated words and technical terms used in the Prospectus

MJLBL : MJL Bangladesh Limited IPO : Initial Public Offering Commission : Securities and Exchange Commission SEC : Securities and Exchange Commission The Company/Issuer : MJL Bangladesh Limited Issue : Public Issue of Shares of MJLBL DSE : Dhaka Stock Exchange Limited CSE : Chittagong Stock Exchange Limited SC : Share Certificate RJSC : Registrar of Joint Stock Companies & Firms ICML : ICB Capital Management Limited. Stockholder : Shareholder NRB : Non Resident Bangladeshi NBR : National Board of Revenue Allotment : Letter of allotment for shares FC Account : Foreign Currency Account STD Account : Short Term Deposit Account Securities : Shares of MJL Bangladesh Limited Securities Market : The Share Market of Bangladesh Offering Price : Price of the share of MJL Bangladesh Limited being offered Subscription : Application money Certificate : Share Certificate NAV : Net Asset Value of the Company Sponsors : The Sponsor Shareholders of MJL Bangladesh Limited MP : Market Price Registered Office : Head Office of the Company BO : Beneficiary Owner CDBL : Central Depository Bangladesh Limited CIB : Credit Information Bureau FID : Financial Institutions Department of Bangladesh Bank EMAPPL : ExxonMobil Asia Pacific Pte. Ltd. NPAT : Net Profit After Tax

ECSL : EC Securities Limited JOCL : Jamuna Oil Company Limited MJFL : Mobil Jamuna Fuels Limited

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SECTION-I: STATUTORY CONDITIONS DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMATERIALIZED FORM

“As per provisions of the Depository Act, 1999 and regulations made there under, share of the

company will be issued in dematerialized form only. Therefore, all transfer/transmission, splitting or conversion will take place in the CDBL system and any further issuance of shares (including

right/bonus) will also be issued in dematerialized form only”.

CONSENT TO COMMENCE BIDDING BY THE ELIGIBLE INSTITUTIONAL INVESTORS FOR PRICE DISCOVERY OF ISSUANCE OF 40,000,000 ORDINARY SHARES OF MJL BANGLADESH LIMITED

The Commission hereby accords its consent under section 2A, sub-sections (2)(a) and (2)(b), read

with section 2B of the Securities and Exchange Ordinance, 1969 and the Securities and Exchange Commission (Public Issue) Rules, 2006, based on all the above documents and information provided

to SEC, to commence bidding by the eligible institutional investors for price discovery of further issue of 40,000,000 ordinary shares of MJLBL (hereinafter referred to as ‘issuer’ or ‘company’)

through public offer, subject to the following conditions imposed under section-2CC of the said

Ordinance:

1. The indicative price Tk.127.00 (taka one hundred and twenty seven) only shall be the basis for formal price building with an upward and downward band of 20% (twenty percent) of indicative

price within which eligible institutional investors shall bid for the allocated amount of security;

2. If institutional quota is not cleared at 20% (twenty percent) below indicative price, the issue will

be considered cancelled unless the floor price is further lowered within the face value of security, provided that, the issuer’s chance to lower the price shall not be more than once;

3. Prospectus will have to be posted on the Websites of the Commission , Stock Exchanges, Issue

Manager and Issuer at least two weeks prior to the start of the bidding to facilitate investors to

know about the company and all aspect of offering;

4. No institutional investor shall be allowed to quote for more than 10% (ten percent) of the total security offered for sale, subject to maximum of 5 (five) bids;

5. Institutional bidding period will be 3 to 5 (three to five) working days;

6. The bidding will be handed through a uniform and integrated automated system of the stock exchanges, especially developed for book building method;

7. The volume and value of bid at different prices will be displayed on the monitor of the said

system without identifying the bidder;

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8. The institutional bidders will be allotted security on pro-rata basis at the weighted average price

of the bids that would clear the total number of securities being issued to them;

9. Institutional bidders shall deposit their bid with 20% (twenty percent) of the amount of bid in advance to the designated bank account and the rest amount to settle the dues against security

to be issued to them shall be deposited within 5(five) working days prior to the date of opening subscription for general investors. In case of failure to deposit remaining amount that is

required to be paid by institutional bidders for full settlement of the security to be issued in

their favor, 50% (fifty percent) of bid money deposited by them shall be forfeited by the commission. The securities earmarked for the bidder who defaulted in making payment shall be

added to the general investor quota;

10. General investors, which include mutual funds and NRBs, shall buy at the cut-off price;

11. There shall be a time gap of 25 (twenty five) working days between closure of bidding by

eligible institutional investors and subscription opening for general investors;

12. Subscription for general investors shall remain open for 5 (five) consecutive banking days;

13. General investors shall place their application through banker to the issue;

14. All application money shall be kept in a separate ESCROW account opened with a designated

bank with prior intimation to the Commission. Issuer will not be allowed to utilize such money until all the process of issue is completed and Commission’s consent to this effect is obtained;

15. There shall be lock-in of 15 (fifteen) trading days from the first trading day on the security

issued to the eligible institutional investors;

16. Within 5 (five) days of completion of the bidding process, the issuer and issue managers shall

submit to the Commission, the following papers/documents for final approval of the prospectus:

i. 10 (ten) copies of draft prospectus duly signed by the issuer and issue managers containing

among others, the cut-off price and weighted average price as discovered through the bidding process, date of opening and closing of subscription for the general investors,

number of shares to be allotted to each category of investors and a statement of shares to be allotted to each of the eligible institutional investors;

ii. Statement of the designated bank account evidencing deposit of money paid in advance by

the eligible institutional investors;

iii. Hard copy and soft copy of the bidding results;

17. The company along with the issue Managers and Registrar to the Issue shall ensure due

compliance of the above and the Securities and Exchange Commission (Public Issue) Rules, 2006.

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GENERAL INFORMATION 01. Prime Finance & Investment Limited prepared this prospectus based on the information

provided by MJLBL (Issuer) and also upon several discussions with the Managing Director, Chief Executive Officer and concerned executives of the issuer company. The Directors, including

Managing Director, Chief Executive Officer of MJLBL collectively and individually, having made all reasonable inquires, confirm that to the best of their knowledge and belief, the information

contained herein is true and correct in all material aspects and that there are no other material

facts, the omission of which would make any statement herein misleading.

02. No person is authorized to give any information or to make any representation not contained in this Prospectus, and if given or made, any such information or representation must not be relied

upon as having been authorized by the Issuer Company or Issue Managers.

03. The Issue as contemplated in this document is made in Bangladesh and is subject to the

exclusive jurisdiction of the courts of Bangladesh. Forwarding this Prospectus to any person resident outside Bangladesh in no way implies that the Issue is made in accordance with the

laws of that country or is subject to the jurisdiction of the laws of that country.

04. A copy of this Prospectus may be obtained from the Head Office of MJL Bangladesh Limited,

Prime Finance & Investment Limited, the Underwriters and the Stock Exchanges where the securities will be listed.

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SECTION-II: DECLARATION AND DUE DILIGENCE CERTIFICATES

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS INCLUDING THE CEO OF THE COMPANY “MJL Bangladesh LIMITED” IN RESPECT OF PROSPECTUS

This Prospectus has been prepared, seen and approved by us, and we, individually and collectively,

accept full responsibility for the authenticity and accuracy of the statements made, information given in the Prospectus, documents, financial statements, exhibits, annexure, papers submitted to

the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this Public Issue and Prospectus have been met and that there are no other

information or documents the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal or administrative action against

any or all us as it may deem fit.

We also confirm that full and fair disclosure has been made in this Prospectus to enable the investors to make a well informed decision for investment.

Sd/- Mr. Mohammad Mejbahuddin Chairman Representing JOCL

Sd/- Mr. Abdul-Muyeed Chowdhury Director Representing ECSL

Sd/- Mr. Md. Aminur Rahman Director Representing ECSL

Sd/- Mr. Mizanur Rahman Director Representing JOCL

Sd/- Mr. Q.M. Shariful Ala Director Representing ECSL

Sd/- Mr. Azam J. Chowdhury Director & Managing Director Representing ECSL

Sd/- Mr. Sanaul Haque Chief Executive Officer

CONSENT OF DIRECTOR(S) TO SERVE AS DIRECTOR(S)

We hereby agree that we have been serving as Director(s) of “MJL Bangladesh Limited” and continue to act as a Director of the Company.

Sd/- Mr. Mohammad Mejbahuddin Chairman Representing JOCL

Sd/- Mr. Abdul-Muyeed Chowdhury Director Representing ECSL

Sd/- Mr. Md. Aminur Rahman Director Representing ECSL

Sd/- Mr. Mizanur Rahman Director Representing JOCL

Sd/- Mr. Q.M. Shariful Ala Director Representing ECSL

Sd/- Mr. Azam J. Chowdhury Managing Director Representing ECSL

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DECLARATION ABOUT FILING OF PROSPECTUS WITH THE REGISTRAR OF JOINT STOCK COMPANIES & FIRMS

A dated and signed copy of the Prospectus has been filed for registration with the Registrar of Joint Stock Companies & Firms, Government of the Peoples’ Republic of Bangladesh, as required under

Section 138(1) of the Companies Act, 1994, on or before the date of publication of the prospectus. DECLARATION BY THE ISSUER ABOUT THE APPROVAL FROM SECURITIES AND EXCHANGE COMMISSION FOR ANY MATERIAL CHANGES

In case of any material changes in any agreement, contract, instrument, facts and figures,

operational circumstances and statement made in the Prospectus subsequent to the preparation of the Prospectus and prior to its publication shall be incorporated in the Prospectus and the said

Prospectus should be published with the approval of the Commission.

Sd/-

Sanaul Haque

Chief Executive Officer MJL Bangladesh Limited

DECLARATION BY THE ISSUE MANAGER ABOUT THE APPROVAL FROM SECURITIES AND EXCHANGE COMMISSION FOR ANY MATERIAL CHANGES

In case of any material changes in any agreement, contract, instrument, facts and figures, operational circumstances and statement made in the Prospectus subsequent to the preparation of

the Prospectus and prior to its publication shall be incorporated in the Prospectus and the said

Prospectus should be published with the approval of the Commission.

For Manager to the Issue

Sd/-

Md. Akter Hossain Sannamat FCA, FCS Managing Director

Prime Finance & Investment Limited

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DUE DILIGENCE CERTIFICATE OF THE MANAGER TO THE ISSUE

Subject: Public Offer of 40,000,000 Ordinary Shares of Tk.10/- each at an indicative price of

Tk.127/- each, including a premium of Tk.117/- per share totaling to Tk.5,080,000,000/- of MJL

Bangladesh Limited

We, the under-noted Manager to the Issue to the above mentioned forthcoming issue, state as

follows:

1. We, while finalizing the draft Prospectus pertaining to the said Issue, have examined

various documents and other materials as relevant for adequate disclosures to the investors; and

2. On the basis of such examination and discussions with the issuer company, it’s Directors

and Officers, and other agencies; independent verification of the statements concerning

objects of the Issue and the contents of the documents and other materials furnished by the issuer company.

We confirm that:

(a) The draft Prospectus forwarded to the Commission is in conformity with the documents,

materials and papers relevant to the Issue;

(b) All the legal requirements connected with the said issue have been duly complied with; and

(c) The disclosures made in the draft prospectus are true, fair and adequate to enable the

investors to make a well informed decision for investment in the proposed issue.

For Manager to the issue Sd/-

Md. Akter Hossain Sannamat FCA, FCS Managing Director


Date: 26 July 2010

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DUE DILIGENCE CERTIFICATE OF THE UNDERWRITER(S)

Subject: Public Offer of 40,000,000 Ordinary Shares of Tk.10/- each at an indicative price of Tk.127/- each, including a premium of Tk.117/- per share totaling to tk. 5,080,000,000 of


We, the under-noted Underwriters to the above-mentioned forthcoming issue, state individually and collectively as follows:

1. We, while underwriting the above mentioned issue on a Firm commitment basis, have

examined the draft prospectus, other documents and materials as relevant for our underwriting decision; and

2. On the basis of such examination and the discussions with the issuer company, it’s Directors and Officers, and other agencies, independent verification of the statements

concerning objects of the issue, and the contents of the documents and other materials

furnished by the issuer company.

We confirm that:

(a) All information as are relevant to our underwriting decision has been received by us and

that the draft prospectus forwarded to the Commission has been approved by us;

(b) We shall subscribe and take up the un-subscribed securities against the above-mentioned

public issue within fifteen (15) days of calling up thereof by the Issuer; and

(c) This Underwriting commitment is unequivocal and irrevocable.

For Underwriter (s)

Sd/- Managing Director/CEO

Underwriters Bangladesh Mutual Securities Limited Grameen Capital Management Limited

ICB Capital Management Limited IDLC Finance Limited

Karnaphuli Insurance Company Limited Prime Bank Investment Limited


Pubali Bank Limited Union Capital Limited

LankaBangla Finance Limited Mercantile Securities Limited

IIDFC Capital Management Limited

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SECTION-III: RISK FACTORS & MANAGEMENT PERCEPTION ABOUT THE RISKS

RISK FACTORS & MANAGEMENT PERCEPTION ABOUT THE RISKS

An investment in equity shares involves a high degree of risk. The company is operating in an

industry involving both external and internal risk factors having direct as well as indirect effects on the investments by the investors. All investors should carefully consider all of the information in

this Prospectus, including the risk factors, and management perception thereabout enumerated

hereunder before making an investment decision. If any of the following risks actually occur, their business, results of operations and financial condition could suffer, the trading price of their equity

shares could decline, and investors may lose all or part of their investment. (a) Interest Rate Risk and Management Perception Interest Rate Risk Interest rate risk is concerned with borrowed funds of short term and long term maturity. Volatility in money market and increased demand for loans/investment funds raise the rate of interest. High

rate of interest increases the cost of fund of a company and could adversely affect the business and future financial performance.

Management Perception MJLBL has always been a cash-rich company having no long term debt and only a little amount of

working capital financing. As the company maintains a very low debt-equity ratio, adverse impact of interest rate fluctuation is negligible for MJLBL. Therefore, management perception is that

fluctuation of interest rate on borrowing may have very little effect on company’s financial performance.

(b) Exchange Rate Risk and Management Perception Exchange Rate Risk Exchange rate risk would be relevant to MJLBL since the company often requires making large

payment to suppliers through foreign currency for its import of raw materials and other finished products. The price of raw material in the international market is relatively volatile. Unfavorable

volatility or currency fluctuation may affect the profitability of the Company. Moreover, it needs to

settle royalty payment to ExxonMobil in foreign currency. Due to volatility in foreign currency transactions, MJLBL may face challenges to honor commitments with counterparties. Moreover,

adverse exchange rate movements may cause foreign exchange losses to the company.

Management Perception Volatility of Taka against Dollar and recent trend of local currency devaluation may expose foreign

currency risk. However, MJLBL imports materials and settles royalties in US Dollar which is more

stable in the recent years. MJLBL is flexible to adopt any step as and when required with a view to maintaining its profit. The management of the company is confident to significantly cushion the

foreign currency risk by strategic purchases and through special arrangements/deals made with financial institutions during settlement of import obligations, making royalty payment and at the

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time of arrival of proceeds of export of finished products manufactured at the Lube Oil Blending

Plant (LOBP).

(c) Industry Risk and Management Perception Industry Risk Industry risk refers to the risk of increased competition from foreign and domestic sources leading

to lower prices, revenues, profit margins, market share etc. which could have an adverse impact

on the business, financial condition and results of operation. In Bangladesh, lube oil blending and marketing industry is fully dependent on imported raw materials as no backward linkage is yet to

be developed in the country. This is significantly considered as Industry risk. Because, the raw material’ price may fluctuate to a great extent.

Management Perception

MJLBL has established a strong supply chain management to mitigate this risk. As per terms of

agreement, MJLBL has to purchase base oil and additives from EMAPPL and/or its affiliates at prevailing market prices and shall not purchase other sources unless EMAPPL and/or its affiliates

are unable to supply the base stock. Beside this, it imports raw materials from the most advanced countries of the world and tests the quality of raw materials in its modern quality control

laboratory to ensure the quality of raw material. It has adopted quality assurance policy of

ExxonMobil’s worldwide practice which substantially mitigates industry risk associated with business.

(D) Market Risk and Management Perception Market Risk Market risk refers to the risk of adverse market conditions affecting the sales and profitability of

the company. Mostly, the risk arises from falling demand for the product or service which would harm the performance of the company. On the other hand, strong marketing and brand

management would help the company increase their customer base. Lubricating oil market in Bangladesh is very competitive due to presence of many global giants. Large number of

international lubricating oil companies has marketed their products directly or through local agencies. The major market players are ‘BP’ (British Petroleum) marketed by Meghna Petroleum

Ltd., ‘Mobil’ marketed by MJLBL and ‘Total’ marketed by Padma Oil Company Ltd. Among all these

brands, ‘Mobil’ is the market leader in Bangladesh in lubricating oil sector. However, the market share of BP and TOTAL has gradually been increasing over the years. Other major international

brands include Gulf, Castrol, Servo, Caltex and Fuchs which are also represented by local marketing companies.

Management Perception MJLBL has strong brand equity in the local market. Due to its strong foreign affiliation; and for a

growing economy like Bangladesh, there would always be demand for quality lubricating oil and grease product. MJLBL like other company may face strong competition which might take place

even after taking the most stringent quality control measures. MJLBL has always been aware of the

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competitive situation in the market and accordingly, MJLBL is acting as first mover to face any

competition.

(e) Technology Related Risk and Management Perception Technology Related Risk Technology always plays an essential role in any business concern that ensures better services to

the customers and reduces the cost in various aspects. Any invention of new and more cost

effective technology may cause technological obsolescence and negative operational efficiency. Besides, any severe defects in the plant and machinery may have an effect on productivity and

profitability due to additional investment for replacement or maintenance.

Management Perception MJLBL uses a highly sophisticated computerized system to measure and dynamically control the

flow of varieties of Base Stocks and Additives, which are fed into the system in measured quantity

as per the formulation to produce desired grade of Lube Oil. Like other ExxonMobil facilities throughout the globe, LOBP also has a state of the art laboratory, which is outfitted with the latest

laboratory equipment, such as, ICP, AAS & FTIR Spectrophotometer, Automatic Viscometer, Pour Point Determiner, Density Meter, etc, procured from the world’s most reputed testing and

measuring equipment makers, such as, Koehler, Metrohm, Perkin-Elmer, Cannon, Julabo, Anton

Parr, Gast, etc. Besides, MJLBL has its own R&D infrastructure and will be able to adapt any new invention with moderate investment. Furthermore, the company has access to international

companies for supplying appropriate technology and technical management support for operation of new projects.

(f) Risk related to Potential or Existing Government Regulations and Management Perception Risk related to Potential or Existing Government Regulations The Company operates under Companies Act, 1994, Income Tax Ordinance, 1984, Income Tax

Rules, 1984, Value Added Tax (VAT) Act, 1991, Value Added Tax (VAT) Rules, 1991, Customs Act, 1969 and other related regulations. Any abrupt changes of the policies made by the regulatory

authorities may unfavorably affect the business of the Company.

Management Perception

Unless any policy change that may negatively and materially affect the industry as a whole, the business of the Company is expected not to be affected significantly. Lubricating Oil industry in

Bangladesh is a sector with considerable local demand for differentiated product lines. Therefore, it is highly unlikely that the Government will initiate any fiscal measure having adverse effect on

the growth of the industry.

(g) Risk related to Potential changes in Global or National Policies and Management Perception

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Risk related to Potential changes in Global or National Policies Changes in the existing global or national policies can have either positive or negative impacts for the company. Any scarcity or price hike of raw materials due to changes in policy in the

international market might slow down the productivity and profitability. Moreover, the performance of the company would also be hindered due to unavoidable circumstances both in

Bangladesh and worldwide like political turmoil. Since the risk involved with the potential changes in global or national policies is a macro factor, it is beyond the control of MJL Bangladesh Limited.

Management Perception The management of MJL Bangladesh Limited is always concerned about the prevailing and

upcoming future changes in the global or national policy and shall response appropriately and timely to safeguard its interest. Due to the strong brand equity of the company in the local market;

and with deep and profound knowledge, the company will always endeavor to withstand the

unexpected changes or any such potential threats. Nevertheless, political stability and a congenial business environment is definitely the best situation in which MJL Bangladesh Limited will achieve

its maximum potential. Political turmoil and the disturbance are not good for the economy as a whole and so also for the company.

(h) Operational Risk and Management Perception Operational Risk The operational risk is defined by the risk of loss resulting from inadequate or failed internal

processes, people and systems or from external events. The global best practice suggests that any corporate irrespective of its size and business must identify and assess all operational risk against

all of its products and services and monitor the same by operationally independent professionals.

Management Perception To minimize the operational risk, MJLBL has adopted ExxonMobil’s operational strategy where the company is committed to safety, security, health and environment. These risks are managed within

a framework of ExxonMobil, which is called ‘QIMS’ (Quality Integrity Management System). QIMS is disciplined, structured and global approach to manage these risks.

(i) Employee Turnover Risk and Management Perception Employee Turnover Risk Turnover of key managerial personnel, executives or officers may have adverse impact on business,

operating results and future growth.

Management Perception MJL Bangladesh Limited places very high priority in developing human resources. Importance is given to relevant on-the-job, in-house and external training programmes, in order to make the

work force well equipped with necessary skills. In line with these beliefs, MJL Bangladesh Limited has been offering competitive package to its employees of all ranks to encourage professionalism,

stimulate team-work and promote innovation, reinforced with high ethical standards. The company

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has reputation for cordial and congenial working environment. The staff turnover ratio is low. The

company has been arranging training of its core personnel on a continuous basis to cope with the growing challenges of the changing work environment, increase in customer expectations and

growing sophistication of technology and processes. Succession strategy of the company develops alternative leaderships in all areas of its activities. Therefore, the management of MJL Bangladesh

Limited feels that company is well prepared to handle any situation attached to ‘Management risk’ in the foreseeable future.

(j) Distribution Risk and Management Perception Distribution Risk For any company, the most crucial wing is the distribution channel. Wide distribution network and

control over the network is essential to make the quality product available to the consumer at right

time and price.

Management Perception The distribution agreement with Jamuna Oil Company Limited (JOCL), an oil marketing company of

Bangladesh Petroleum Corporation (BPC) enables MJLBL to use the large infrastructural facilities of JOCL, which has about 16 depots countrywide. 431 Filling Stations, 852 Agents and 181 Packed

Point Dealers. All sorts of industrial, automotive and aviation lubricants are supplied to JOCL’s

installation plant at Chittagong and subsequently JOCL distributes products throughout the country. Major state owned industries and power plants are supplied through JOCL. Moreover,

MJLBL has the infrastructure and capability to supply directly to more than 1000 industrial buyers. Own distribution infrastructure of MJLBL includes main depot in Chittagong, one depot in Dhaka

and one depot in Bogra. The company also distributes products through its Jessore and Sylhet offices.

(k) Input Risk and Management Perception Input Risk MJL Bangladesh Limited is greatly dependent on imported raw materials and also, supply of those

raw materials cannot be ensured locally in case of crisis. Additionally, raw materials are not always

readily available for import at will. Prior order requires to be placed before insurance of raw material in bulk could be imported. Availability of raw material may be affected by any

uncontrollable event or country risk to transaction or political barrier.

Management Perception MJL Bangladesh Limited is currently importing major raw materials from overseas based on quality

and competitive prices. MJLBL by default procures its major raw material from EXXONMOBIL Asia

Pacific Pte. Ltd. and also has diversified sources to procure other raw material such as additives and labels. The company’s highly qualified Logistics & Order Fulfillment (L&OF) team ensures any

sort of resource/input risk by strategically ordering at proper time every year.

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l) Equity Investment Risk at MJFL and Management Perception

Equity Investment at MJFL Equity investment generally refers to acquisition/buying and holding certain portion of shares of stock by one business entity/company of another business entity/company in anticipation of

income from dividends and capital gains, as the value of the stock rises. It may also refer to the

acquisition of equity (ownership) participation in a private (unlisted) company or a startup company. Equity investment risk refers to risk a company inherits by participation in equity of

another company considering the possible failure of the infant concern to bring into being expected return from its endeavors/projects as projected by initiator.

Management Perception MJL Bangladesh Limited (MJLBL) will take part in equity investment of Mobil Jamuna Fuels Limited

(MJFL) for undertaking white Oil production/blending plant, which aims at producing highly refined white mineral oil products that can be used in a variety of specialty applications, where a high

degree of purity and chemical stability is required.

There is a huge demand for white oils in Bangladesh. Currently, the total demand of the country

for white oils is being met through import. Therefore, the proposed white oils project of MJFL will not only save foreign currency but also make it readily available for local users for more usage by

providing premium quality products. The first moving consumer goods (FMCG) and pharmaceutical sectors are likely to be the largest end users.

Considering the market potentials and demand of white oil, equity investment of estimated Tk.

2,509.50 million at MJFL for the implementation of white oils producing/blending project is a

sound business proposition and thus makes the equity investment much safer and justified from the point of view of MJLBL.

20

SECTION-IV: ISSUE SIZE & PURPOSE OF THE PUBLIC OFFERING

Capital Structure The capital structure of MJL Bangladesh Limited before and after IPO is as under:

A. Financial Structure prior to Initial Public Offering (IPO) Issued & Fully paid-up capital as per audited accounts as on

31/03/2010 Tk. 1,403,200,000

B. Financial Structure after Initial Public Offering (IPO) I. Initial Public Offer (Eligible Institutional Investors) Tk. 80,000,000 II. Initial Public Offer (NRB) Tk. 40,000,000 III. Initial Public Offer (Mutual Fund) Tk. 40,000,000 IV. Initial Public Offer (General Public) Tk. 240,000,000 Total Collection from IPO at face value (I+II+III+IV) Tk. 400,000,000 C. Total paid-up capital after Initial Public Offering Tk. 1,803,200,000

Use of IPO Proceeds

MJLBL is continuously expanding its business by availing new opportunities focusing on downstream

operations. The company intends to raise the fund to undertake a number of potential projects. The potential projects are listed below:

I. Establishment of a Liquefied Petroleum Gas (LPG) manufacturing unit at Khulna having

rated capacity of 60,000 MT or 4,800,000 nos of cylinder of 12.50 kg each. The estimated cost would be Tk.749.50 million.

II. Acquisition of one crude oil tanker with cargo carrying capacity of 100,000 MT which is assumed to make 5 voyages per year of 65 days each. The estimated cost would be

Tk.1,375.21 million.

III. Purchasing of one bigha of land within Gulshan area and to construct a sixteen storied

building on it for company's corporate office. The estimated cost would be Tk.1,172.56 million

IV. Anti-freeze manufacturing plant with rated capacity to produce 60 MT of Coolant oil in a

year. The estimated cost would be Tk.212.30 million.

V. Investing in equity of MJL Fuels Ltd -which will become a subsidiary of MJLBL after

investment- for implementing White oil blending plant with rated capacity to produce 20,000 MT of white oil in a year at Chittagong beside LOBP plant. The estimated cost would

be Tk.2,509.50 million

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Implementation Schedule of New Projects:

SL# Name of the Project Estimated Cost (Tk. In Million)

Projected date of completion and

commercial operation

1 Liquefied Petroleum Gas (LPG) Terminal Plant 749.500 After 12 months of IPO

fund received

2 Crude Oil Tanker 1,375.209 After 3 months of IPO

fund received

3 Land and Corporate Head Office Building 1,172.560 After 24 months of IPO

fund received

4 Anti-freeze Manufacturing Plant 212.300 After 12 months of IPO

fund received

5 White Oil Processing Plant 2,509.5000 After 24 months of IPO

fund received

Total 6,019.069

Sd/- Sd/-

Sanaul Haque Mohammad Tipu Sultan FCA

Chief Executive Officer Chief Financial Officer

Contracts with Any Party for Using the Proceeds of Sale of Securities

The issuer company has no such contract with any party regarding the proceeds of sale of securities to be used.

22

SECTION-V: INFORMATION ABOUT THE COMPANY

Information about the company On 3 December 1998, Mobil Jamuna Lubricants Limited (MJLL) started its journey as a private limited company which was formed through a joint venture agreement between state-owned

Jamuna Oil Company Limited and global energy giant Mobil South Asia Investment Limited. The

paid-up capital of the company was BDT 800,000 divided into 8 shares of Tk. 100,000 and authorized capital was BDT 1,320,000,000.00

On 20 May 1999, MJLL initiated its commercial operation. In the same year, EC Securities Limited

became a shareholder through One (1) share of Tk. 100,000 transferred from Mobil South Asia

Investment Limited.

On 9 May 2003, the company commissioned its lube oil blending plant and went into trial production of lube oil and its commercial production commenced on 2 July 2003.

On 14 December 2003, the denomination of shares was converted from Tk. 100,000 to Tk. 10,000

through special resolution.

On 29 November 2007, Mobil South Asia Investment Limited transferred its all of the shareholding

to EC Securities Limited.

On 18 October 2009, the company changed its denomination from Tk. 10,000 to Tk. 10 through special resolution.

On 03 December 2009, the company converted into Public Limited Company and changed its name to MJL Bangladesh Limited.

Nature of business Mobil Jamuna Lubricants Limited was incorporated on 3 December 1998 as a private Limited

Company. The company went into commercial operations on 20 May 1999. Trial production of the

lube Oil blending plant commenced on 9 May 2003. Commercial production commenced on 2 July 2003. During the period, the company was in the business of blending and marketing of lubricants

and greases. The company converted into public limited company on 03 December 2009 and changed its name to MJL Bangladesh Limited. The address of the registered office of the company

is Mobil House, CWS (C) 9, Gulshan-1, Dhaka-1212.

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Principal products and services MJLBL has a state-of-art Lube Oil Blending Plant (LOBP) in which a wide range of lubricants are

produced and distributed across the country of Bangladesh since 2003. Different types and qualities of lubricants are made as per diversified demand in the lubricant market. The company has more

than seventeen (17) types of product lines serving wide range of customers from different sectors

of the country. A. Automotive Passenger Vehicle Lubricants:

Two types of Automotive Passenger Vehicle Lubricants are marketed by MJLBL. Major Lubricants under this product line are as follows:

Synthetic Oils: The world’s leading Synthetic Engine Oils have unsurpassed engine

protection with excellent resistance to High Temperatures, Low-Temperature

performance, Cleaning properties, Low Fuel Consumption as well as greatly increase the engine overall life. The followings are the products of Synthetic Oils.

− Mobil 1 5W 50

− Mobil 1 0W 40

Mineral Oils: High quality premium Mineral Engine Oils are designed to provide high level of performance and protection under severe operating conditions. They provide superior

engine protection against harmful deposits, sludge & varnish, corrosion and have very good cleaning properties under a variety of driving conditions. The followings are the products of

Mineral Oils.

− Mobil Super 1000

− Mobil Super XHP 20W50

− Mobil Special 20W 50

− Mobil Super 2T

− Mobil Super 4T

− Mobil Outboard Plus

− Omera Heavy Duty Extra series

− Omera HD series

B. Automotive Commercial Vehicle Lubricants:

Heavy duty diesel engine oils are to meet all required specifications for Bus, Truck, Covered

Van, Earth Moving Equipment, Diesel Generator, etc. Major lubricants under this product

line are as follows:

Synthetic oils: The world’s most leading Synthetic Engine oils have unsurpassed engine protection, superior resistance to high temperatures, great Low-Temperature performance,

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excellent cleaning properties, low fuel consumption as well as increase the over all engine

life for of all diesel engines. The name of the product under synthetic oil is as under:

− Mobil Delvac 1 5W 40

Mineral Oils: The most advanced chemistry of Diesel Engine Oils provide outstanding performance both in most modern, demanding low-emission diesel engines and older diesel

engines operating on low or high sulfur fuels. Lube oils blended with high performance base

stocks and using progressive additive technology systems to provide superior control of oil thickening due to soot build-up and high temperatures as well as outstanding resistance to

oxidation, corrosion, and high temperature deposits. The followings are the products under Mineral Oil category.

− Mobil Delvac MX 15W 40

− Mobil Diesel Special 20W 50

− Mobil Delvac 1350



− Mobil Hydraulic 10W

− Esso DIOL 13 RD 40

C. Automotive CNG Engine Oil:

The premium fleet engine oil formulated to provide reliable protection for passenger vehicles, trucks and buses using Compressed Natural Gas (CNG) or Liquefied Natural Gas

(LNG). This engine oil is formulated from high quality base stocks and a balanced additive

system under proprietary formulation. This advanced low ash formulation provides excellent oxidation, nitration, and thermal stability to minimize combustion chamber ash

deposits and provide long oil drain interval. The name of the product under automotive CNG engine oil category.

− Omera CNG Special 20W 50

D. Automotive Gear & Transmission Fluid:

Major Lubricants under this product line are

Synthetic oils: The Synthetic base oils composition enable excellent performance even in

the severest of operating conditions. They offer outstanding gear shifting and power transfer performance. Synthetic oils have resistance against thermal breakdown at high

operating temperatures, while still providing outstanding performance as they improve overall transmission durability and cleanliness. The followings are the products of synthetic

Oil under automotive gear & transmission fluid category.

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− Mobil 1 Synthetic Gear

− Mobil 1 Synthetic ATF

Mineral Oils: These oils are formulated from high-quality base oils combined with special additive technology systems including VI improvers, anti-oxidants, and Anti-foam properties

providing smooth and controlled friction/wear where extreme pressures and shock loadings

are expected as well as increase the equipment life. The followings are the products of mineral Oil under automotive gear & transmission fluid category;

− Mobil ATF 220

− Mobilube HD 80W 90

− Mobilube HD 85W 140

− Mobilube GX 80W 90

− Mobilube GX 140

E. Brake Oil:

The extra high performance hydraulic Brake Fluid for use in automotive disc, drum and

anti-skid brake systems and clutch systems. The Potential Benefits of this product is Consistent and Safe Brake Performance under severe braking pressure, Rubber Seal

compatibility Reduces leakage and loss of fluid to a minimum level. It provides excellent

Corrosion Protection and extends life and reliability of brake system components. Major Lubricant under this product line is

− Mobil Brake Fluid Dot 4

F. Antifreeze/Coolant:

This product is suitable for cooling systems of different car, bus, truck etc. Mobil Concentrated antifreeze formulation is hard water compatible and can be mixed with tap

water before filling into the cooling System. The potential benefit of this product is to help reduce scale deposits, corrosion in the engine. Major Lubricant under this product line is as

follows:

− Mobil Antifreeze.

G. Industrial Gear and Circulating Oils:

Heavy-Duty Industrial Oils series are extra high performance gear oils, which are formulated from high quality Synthetic or Mineral base oils and advance extreme pressure

additive technology. Major Lubricants under this product line are as follows:

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Synthetic oils: The Mobil Synthetic lubricants are recognized and appreciated around the

world for their unique invention and outstanding performances. Advantages and Potential Benefits of these products are- Extend equipment high temperature operating capability,

Minimizes sludge and deposits for trouble-free operation and long filter life. Balanced additive combination provides excellent performance in terms of rust and corrosion

prevention, demulsibility, foam control & air release performance ensuring smooth operation in a wide range of industrial applications and reduced over all operating costs.

− Mobil Glygoyle 460

− Mobil Glygoyle 220

− Mobil SHC 626

− Mobil SHC 629

− Mobil SHC 630

− Mobil SHC 632

− Mobil SHC 634

− Mobil SHC 636

− Mobil SHC 639

Mineral Oils: The extra high performance mineral base gear oils having out-standing extreme pressure characteristics and load-carrying properties, intended for use in all types

of enclosed gear drives with circulation or splash lubrication systems. The potential benefits of these products are enhanced gear wear protection from micro-pitting, reduced

debris denting from generated wear particles, outstanding compatibility with a range of

seal materials, excellent resistance to oil oxidation and thermal degradation as well as increase the equipment life. Major Lubricants under this product line are as follows:

− Mobilgear 600 XP 68







− Mobil Vacuoline 148

H. Turbine & Circulating Oils:

Synthetic Oil: Mobil SHC 800 Series turbine oils are designed specifically to meet the needs

of the most severe industrial gas turbine applications. The potential feature of these products under the series is outstanding high Thermal/Oxidative Stability and Deposit

Control, very good resistance to Foaming and good Air Release property, ensure long oil life as well as reduce maintenance cost. Major lubricants under this series are as follows:

27

− Mobil SHC 800 Series

Mineral Oils: Mobil DTE brands mineral-based oils have been the choice for turbine operators worldwide for more than one hundred years. These products meet or exceed

most major turbine equipment builder specifications and industry specifications. These

products also provide the ultimate flexibility to the operator because they can be used in all turbine types: steam, gas, geared, hydro-turbines. Major Lubricants under this product

line are as follows:

− Mobil DTE 800 series

− Mobil DTE 700 series

− Mobil DTE Oil Light

− Mobil DTE Oil Medium

− Mobil DTE Oil Heavy Medium

− Mobil DTE Oil Heavy

− Mobil DTE Oil Extra Heavy

I. Hydraulic Oils Major Lubricants under this product line are

Marine Applications: These oils are constructed from selected base oils and a proprietary

additive technology to provide well balanced performance in a wide range of applications. The products exhibit exceptional oxidation and thermal stability allowing long oil life and

minimized deposit formation in severe hydraulic systems using high pressure, high output

pumps with better demulsibility properties. The innovative ultra keep clean performance protects critical hydraulic system components from malfunction, such as tight tolerance

servo and proportional valves in many modern hydraulic systems.

− Mobil DTE 500 Series (Synthetic Oil)

− Mobil DTE 10 Excel 32





− Mobil DTE 19 M

− Mobil DTE 18M

− Mobil DTE 16 M

− Mobil DTE 15 M

− Mobil DTE 13 M

− Mobil DTE 11 M

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Industrial Applications: These oils are formulated with high quality base oils and a super-stabilized additive technology that neutralizes the formation of corrosive materials. They

are designed to work with systems operating under severe conditions where high levels of anti-wear and film strength protection are needed.

− Mobil DTE 24

− Mobil DTE 25

− Mobil DTE 26

− Mobil DTE 27

− Mobil Nuto H 32

− Mobil Nuto H 46

− Mobil Nuto H 68

− Mobil Nuto H 100

− Mobil Nuto H 150

J. Textiles/Garments Machinery Oils: These oils are premium performance products primarily designed for the lubrication of

knitting & high-speed spindles in textile machines. They are also used in some critical hydraulic, circulation systems and air line oilers where the appropriate viscosity grade is

selected. They are formulated from select high-quality, low viscosity base oils and additives that impart good resistance to oxidation and protection from rust and corrosion.

Major Lubricants under this product line are as follows:

− Mobil Velocite 3



− Mobil Velocite HP 24

K. Gas Engine Oils:

The next generation of Mobil Pegasus branded high performance gas engine oils are

designed to provide today’s high output, low-emission four-cycle gas engines with the

highest levels of protection. The balanced formulation to provide outstanding anti-wear characteristics to protect heavily loaded valve train components, pistons, liners, bearings,

and gear trains. Their detergent-dispersant system controls the formation of carbon and varnish deposits to minimize oil consumption and maintain engine cleanliness even during

extended drain intervals. Mobil Pegasus oils can help users keep their engines running longer and cleaner with improved reliability.

− Mobil Pegasus 1 (Synthetic Oils)

− Mobil Pegasus 1005

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L. Compressor Oils

Major Lubricants under this product line are

Synthetic Oils: The Supreme performance oils primarily intended for the lubrication of severe duty rotary Screw and Vane & Reciprocating air compressors. These oils provide

excellent wear protection and outstanding resistance to oxidation and thermal

degradation, greatly superior to mineral oils

− Mobil Rarus SHC 1024



− Mobil SHC Series

− Mobil Rarus 825

− Mobil Rarus 827

− Mobil Rarus 829

Mineral Oils: The premium performance ash-less air & gas compressor lubricants designed to meet the stringent requirements of the major compressor manufacturers. They are

formulated with high quality mineral base-oils and a high performance additive technology

designed to provide exceptional equipment protection and reliability for compressors operating under mild to severe conditions.

− Mobil Rarus 424

− Mobil Rarus 425

− Mobil Rarus 426

− Mobil Rarus 427

− Mobil Rarus 429 M. Refrigeration Compressor Oils:

The high performance Synthetic oil and Naphthenic base narrow-cut mineral oil primarily

intended for use in refrigeration compressors. They have a low pour point and excellent fluidity at very low temperatures. Major Lubricants under this product line are

− Mobil Gargoyle Arctic 226E (Synthetic Oil)

− Mobil EAL Arctic 32

− Mobil Gargoyle Arctic 300

− Mobil Gargoyle Arctic 155

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N. Other Industrial Oils:

There are various type of other oils blended with high quality base oils & proprietary additive technology for intended use in various fields of machinery application; such as

high temperature operated chain oil, electric Transformer Insulating oil, Thermic Fluids and Metal Cutting oil. Major Lubricants under this product line are as follows:

− Mobil Synthetic Oven Lube 1090 (Synthetic Oil)

− Mobil Pyrolube 830 (Synthetic Oil)

− Transformer Oil

− Mobiltherm 605

− Mobilcut 102 O. Marine Lubricants:

The premium, extra high performance high & medium TBN engine oils are designed for use

in the most severe residual-fuelled medium-speed diesel applications found in marine and stationary power industries. These diesel engine oils have been specially formulated to

provide outstanding residual fuel compatibility characteristics for excellent engine

cleanliness, especially in crankcase, camshaft areas, piston ring belt and under piston crown. They provide excellent high temperature oxidation and thermal stability, low

volatility, and high load carrying properties and corrosion protection.

− Mobil Gard 412

− Mobilgard 312

− Mobilgard M 330

− Mobilgard M 340

− Mobil Gard M 430

− Mobil Gard M 440

− Mobilgard M 50

− Mobil Gard 570

− Mobilgard 300

− Mobil Sterntube Oil P. Greases:

Greases are called magician’s lubricants and are in the form of semi solid or sold natures. Greases are used where the oil will fall out, amount of oil release needs to be controlled

and equipment access is difficult. Major greases are as follows:

Synthetic oils: These greases are blended with selective Synthetic base oils and advanced

additive technology under proprietary technology to sustain and perform the needed

functions in equipment’s operating under most severe conditions. These greases are used where operating temperature is very high. Major greases under the product lines are as

follows:

− Mobilith SHC 460

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− Mobiltemp SHC 100

Minerals oils: These greases are formulated with high quality mineral base oils and selective additive technology to meet or exceed the required demand or specifications for

most of the equipment manufactures. These greases are used in moderate to higher operating temperatures

− Mobilux EP 0

− Mobilux EP 1

− Mobilux EP 2

− Mobilux EP 3

− Mobilgrease XHP 222

− Mobil Unirex N 3

− Omera Grease MP

− Omera Lith EP Series (EP 0, 1, 2, 3)

− Omera Plex XHP 2 Q. Aviation:

Lubricants are the preferred brand for most of the leading aviation equipment

manufacturers. MJL Bangladesh Ltd. is also marketing Mobil branded aviation high quality lubricants in Bangladesh. Aviation Lubricants offer nose-to-tail lubrication solutions that

help make flying easier and safer. Major brands under this product line are as under:

− Mobil Grease 28

− Mobil Jet Oil II

− Mobil Jet Oil 291

AGM Status of the Company

The AGM of the Company held regularly. The details of AGM are as follows:

Financial Year Date of AGM Financial Year Date of AGM

1999 September 2, 1999 2005 September 15, 2005

2001 September 17, 2001 2006 September 7, 2006

2001 September 17, 2001 2007 November 29, 2007

2002 December 17, 2002 2008 July 11, 2008

2003 December 14, 2003 2009 June 6, 2009

2004 December 31, 2004 2010 June 25, 2010

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Products/service that accounts for more than 10% of the company’s total revenue Followings are the products of the company, which contribute more than 10% of the company’s total revenue. The following table illustrates the total turnover and respective percentage of brands of MJL Bangladesh Limited that accounted for more than 10% of the total revenue:

For the Year 1 Jan 2008 to 31 Dec 2008

For the Year 1 Jan 2009 to 31 Dec 2009

Brand Name Net Turnover

(Tk.)

Value contribution

% Brand Name

Net Turnover (Tk.)

Value contribution

% Mobil Pegasus Oils

540,402,282 18.91 Mobil Pegasus Oils

717,394,467 22.15

Mobil Special 421,166,022 14.74 Mobil Special 538,682,656 16.64

Mobil Delvac Oils 262,823,577 9.20 Mobil Delvac Oils

335,483,201 10.36

Total Revenue 2,857,405,020 100.00 Total Revenue 3,238,077,318 100.00

For the Period 1 Jan 2010 to 31 Mar 2010

Brand Name Net Turnover

(Tk.) Value contribution

%

Mobil Special 160,146,048 16.20

Mobil Pegasus 226,846,086 22.94

Total Revenue 988,830,476 100.00

Associates, subsidiary/related holding company and their Core areas of business Name of the company Relation Nature of business

of the company

EC Securities Limited Holding Company Financial intermediary providing merchant banking, securities and investment management services

Jamuna Oil Company Limited MJLBL is associate of Jamuna Oil Company Limited

Marketing of refined petroleum oil, lubricants, L.P. gas.

Distribution of products/services MJLBL has made main distribution agreement with Jamuna Oil Company Limited (JOCL), which is

an oil marketing company of Bangladesh Petroleum Corporation (BPC). Under this agreement,

MJLBL has been using the large infrastructural facilities of JOCL. JOCL has got a countrywide extensive network of 16 depots in addition to its main installation at Guptakhal in Chittagong, 431

Filling Stations, 852 Agents and 181 Packed Point Dealers. All sorts of industrial, automotive and

33

aviation lubricants are supplied to JOCL’s installation plant at Chittagong and subsequently JOCL

distributes products throughout the country. Major state owned industries and power plants are supplied through JOCL. Other than JOCL, MJLBL has distributed its products through wholesalers

and directly to the industrial buyers. Currently the company appointed 74 wholesalers to sale the products throughout the country except to the JOCL’s customers. Moreover, MJLBL has supplied

directly to more than 1000 industrial buyers. Own distribution infrastructure of MJLBL includes main depot in Chittagong, one depot in Dhaka and one depot in Bogra. Other than that two depots

are under construction in Chittagong and Dhaka. MJLBL’s total distribution pie is evenly distributed

i.e. each party (JOCL, wholesalers and industrial buyers) are getting about 30%-35% of total distribution. Sales are made against A/C Payee cheques for JOCL and against Demand Draft or

Payment order for wholesalers and industrial buyers so there is no scope for irrecoverable debts.

Competitive Condition of Business Oil sector is one of the most sensitive sectors in the economy as the macroeconomic indicators are

greatly influenced by the fluctuation of oil prices. The world is under pressure because of increasing price of petroleum products. Bangladesh, being an oil importing country, is facing the

challenge to cope with the low purchase power of the people.

In the lube market, severe competition has been prevailing due to the presence of more than 50 (fifty) competitors. The main competitors are as under:

34

Sl # Company Name Brand Name

1. Megna Petroleum Ltd BP

2. Padma Oil Company TOTAL

3. Gulf Oil Bangladesh Ltd Gulf

4. Rahimafrooz Distribution Ltd Castrol

5. Petrolub Ltd CONOCO

6. Fuchs BD Ltd Fuchs

7. Ranks Petroleum Ltd Shell

8. Navana Petroleum Ltd CALTEX

9. Lub-reff Ltd BNO

10. Pacific Oil SINO

At present, the three oil marketing companies captured only about 30% of the market demand of lubricant products. It is notable here that BPC has no price control on the lubricants products.

The pricing structure is settled by the government at ex-refinery level, depots level, and also at

consumer level in different distances. The commission at each level of suppliers i.e. oil marketing companies, agents, dealers are also fixed by the Government.

Sources and availability of raw materials and principal suppliers The major raw materials of MJLBL are imported from overseas, mainly Singapore, China, Thailand, Malaysia, India, Switzerland, Netherlands. Suppliers are evaluated periodically on supply reliability,

quality and prices etc. It is always focused that they meet the benchmarks in terms of quality & reliability with the help of supplier appraisals and track record. Key suppliers include Baseoil

supply – EM, Afton Chemical India PVT Ltd, Export Center – EM, HYRAX OIL SDN BHD, Varian,

Metrohm etc. There are also two local suppliers namely East Coast Trading (Pvt) Limited and EC Distribution Limited.

Sources of and requirement for power, gas and water or any other utilities Power

Source of electricity supply is Bangladesh Power Development Board (BPDB). In addition, there are 2 (two) no. high capacity and well equipped stand by diesel generators of 450 KVA each, which are

capable of meeting full load requirement in case of emergency. It is installed at plant site.

35

Water

Water supply is ensured from Chittagong WASA. Besides own deep tube well installation process is

in progress. Gas

Except for ordinary use in office, the company does not required gas for manufacturing operation in any lines.

Customer providing 10% or more revenues There are two customers of the company who purchase 10% or more of the company’s products.

The names of the customers are as follows:

Contribution Name of the Customers

Jan 1-Mar 31, 2010 Jan 1 - Dec 31, 2009 Jan 1 - Dec 31, 2008

Jamuna Oil Company Limited 12% 17% 25%

Bangla Trac Limited 12% 10% 11%

Description of contract with Principal Customers MJLBL has an agreement dated 1st January 2000 with Jamuna Oil Company Limited (JOCL) for distribution of Mobil products. The key point is as follows: MJLBL agrees not to sell products to customers other than Jamuna at any price lower than the price of a product as stated in the MJLL price list. Jamuna also agrees not to sell products purchased from MJLL to its customers at any price lower than the price it has paid to MJLL.

36

Description of any material patents, trademarks, licenses or royalty agreements MJLBL has an agreement dated 16 September 2001 with ExxonMobil Lubricants Limited, Singapore

for royalty and technical assistance fees @ US $ 0.055 (five and a half Cent) per liter of blended

product produced at MJL Bangladesh Plant for using formulations and specification and also for using ‘Mobil’ trade mark and to distribute and market the said products in Bangladesh.

Number of Employees As on March 31, 2010, total numbers of full-time employees of MJLBL are as follows:

Particulars No. of employees

Full time employees 95

Contractual employees 02

Outsourcing 157

Part time Employee Nil

Total 254

Production/Service rendering capacity and current utilization

(as per audited accounts on 31st March 2010) Item January to

March 2010 January to March 2009

Total Production Capacity in Kilo Barrel (159 Ltr. =Barrel) 37.50 37.50

Capacity utilized for the period 38.76% 30.90%

37

SECTION-VI: DESCRIPTION OF PROPERTY

Description of Property

Total area of land owned by the company is 9.980 acre. The lands are situated in the following

location

a) The plant area located at Patenga, Chittagong covers 7.995 acre of land. Out of this, the company purchased 6.175 acre of land against share of Tk.87,500,000 from Jamuna Oil

Company Limited through vendor agreement. The rest 1.820 acre of the land was purchased from EC Securities Limited.

b) The company also owns 1.985 acre area of land at Tongi, Gazipur

c) Current rent receipt of 6.175 acre land is paid. Current rent receipt of the balance 3.805 acre is not paid since Mutation is under process.

As per audited accounts as on 31 March 2010, the company has the following fixed assets:

Sl # Description Amount (Tk.) 01 Land 294,598,555 02 Building 105,508,735

03 Equipment 49,379,850

04 Machinery 265,498,451

05 Motor Vehicle 9,237,563

06 Furniture 2,930,414 1. Entire above mentioned properties are situated at Company’s registered office, factory premise

and warehouses and are in good operational condition.

2. The properties of the company are owned by the Company and Purchased in brand new condition.

3. Except some warehouses situated in rented premise, the company has no asset under lease agreement

4. Inventories and Receivables of the Company are used as collateral to the lending banks namely

HSBC, Standard Chartered Bank, CITI Bank NA, Commercial Bank of Ceylon, Trust Bank Ltd. on pari-passu basis. Except this no plant and machinery of the company is mortgaged or used as

collateral.

38

SECTION-VII: PLAN OF OPERATION & DISCUSSION OF FINANCIAL CONDITIONS

Internal and external sources of cash

The internal sources of the cash of the company are the share capital and Reserve & Surplus and the external sources of cash are the bank loans. (as per audited accounts)

Material commitment for capital expenditure

As on 31st March 2010, MJLBL has the following material commitments for capital expenditures. (as per audited accounts)

Particulars As of March 31, 2010 Tejgaon Warehouse 100,938,167 Tongi Warehouse 7,636,129 Chittagong Warehouse 1,083,413 Grease Plant 37,250,458 LOBP Sub-station 845,300 Total 147,753,467

Source of Fund: The company will meet the above mentioned capital expenses from internal source.

Causes for material changes

(as per audited accounts)

Jan - Mar 2010 2009 2008 2007 Total Total Total Total Sales 988,830,476 3,238,077,318 2,857,405,020 2,338,479,728

Less: Cost of goods sold 763,215,849 2,397,792,122 2,114,390,889 1,803,530,707

Gross profit 225,614,627 840,285,196 743,014,132 534,949,021

Add: Other income 8,579,986 69,213,715 78,821,643 12,552,282

234,194,614 909,498,911 821,835,775 547,501,303 Less: Admin. & sell. Expense 43,568,609 194,607,735 158,447,324 110,638,697

Financial charges 19,631,716 59,381,263 60,079,293 77,694,786

Profit before tax 170,994,288 655,509,913 603,309,158 359,167,820

Less: Tax holiday reserve - 57,409,808 83,985,793

170,994,288 655,509,913 545,899,350 275,182,027

Less: Provision for Income Tax:

Current tax 47,878,401 201,406,536 143,017,680 15,792,159

Deferred tax (762,684) 110,851,587 - -

47,115,716 312,258,123 143,017,680 15,792,159

Net Profit after Tax 123,878,572 343,251,789 402,881,670 259,389,868

Particulars As on Mar 31,

2010 (Tk.) As on Dec 31,

2009 (Tk.) As on Dec 31,

2008 (Tk.) As on Dec 31,

2007 (Tk.)

Internal Source Share Capital 1,403,200,000 1,403,200,000 350,800,000 350,800,000 Reserve & surplus /Retained earnings 244,269,225 120,390,653 928,335,284 516,583,385 Total 1,647,469,225 1,523,590,653 1,279,135,284 867,383,385 External Source Obligation under Finance Lease 1,458,287 3,842,599 Deferred Tax Liabilities 110,088,903 110,851,587 Current Liabilities 964,352,706 1,146,966,789 1,603,109,754 817,188,482 Grand total 2,721,910,83

4 2,781,409,02

9 2,883,703,32

6 1,688,414,46

6

39

In 2007, net profit after tax (NPAT) of MJLBL was 259.38 million. In 2008, this figure increased to

402.88 million which was 55% more than previous year. Because MJLBL focused the target market with diversified product line. Besides, the company was under tax holiday at that period. However,

the NPAT figure decreased to some extent in 2009 because of deferred tax adaptation in the accounting policy. MJLBL quickly recovered last year’s slight downturn and NPAT was 123.87

million for first quarter of 2010. Seasonal aspect of the Company’s business There is no significant seasonal impact on the products of the company. Known trends, events or uncertainties Uneven competition with competitive companies, any abrupt change in policy of importing

countries, labor unrest, political change at home and abroad are known events that may affect the business of the Company.

Change in the assets of the Company used to pay off any liabilities No assets of the company have been used to pay off any liabilities of the company. Loan taken from or given to holding/parent company or subsidiary company No loan has been taken from or given to holding/parent/subsidiary company. Future contractual liabilities MJLBL neither has any future contractual liabilities nor have any plan to enter into any contractual

liabilities other than normal course of business that would impact the financial fundamentals of the company.

Estimated Future capital expenditure

Particulars Taka

Expected Implementation

Schedule

Establishment of a Liquefied Petroleum Gas (LPG) manufacturing unit 749.50

After 12 months of

IPO fund received

Acquisition of one Ocean going vessel with cargo carrying capacity 1,375.21

After 3 months of IPO

fund received

Purchasing of one bigha of land to construct a sixteen storied building 1,172.56

After 24 months of IPO fund received

Anti-freeze manufacturing plant 212.30 After 12 months of IPO fund received

Investing in MJLFL as equity participation for implementing White oil manufacturing plant 2,509.50

After 24 months of

IPO fund received Total 6,019.07

40

The company will raise money from capital market through issuance of 40,000,000 ordinary shares

under book building method. If the money raised from capital market cannot meet whole amount, the rest of the money will be financed from Banks.

VAT, income tax, customs duty or other tax liability a) VAT The company does not have any outstanding VAT as on March 31, 2010. b) Income Tax Provision for corporate income tax is made @ 37.5% on estimated taxable profit in accordance with

income tax laws. The corporate income tax return for the assessment year 2010-2011 was filed

under section 82 BB (1) of the Income Tax Ordinance 1984. The income tax assessment status of the company for the last 6 (Six) years is given below:

Year Assessment Year

Assessment Status

2004 2005-2006

As per certificate of Deputy Tax Commissioner, Revenue Accounting Wing, LTU, Dhaka, Dated: 16 February 2010, assessment completed and refund order for the amount of Tk. 6,931,261/- under section 135 of Income Tax Ordinance 1984 received.

2005 2006-2007

As per certificate of Deputy Tax Commissioner (Additional Duty), Taxpayer’s Service Wing, LTU, Dhaka, Dated: 10 March 2008, Mobil Jamuna Lubricants Limited is a registered tax payer under Large Taxpayers Unit (LTU), Dhaka. The Taxpayer company submitted Income Tax Return under section 82B (2) of Income Tax Ordinance 1984 for the assessment year 2006-2007 and which is deemed to be settled.

2006 2007-2008

As per certificate of Deputy Tax Commissioner, Taxpayer’s Service Wing, LTU, Dhaka, Dated: 10 March 2008, Mobil Jamuna Lubricants Limited is a registered tax payer under Large Taxpayers Unit (LTU), Dhaka. The Taxpayer company submitted Income Tax Return for the assessment year 2007-2008 showing total income Tk. 123,619,452/- and paid tax amount of Tk. 20,499,121/-and which is accepted under section 82B of Income Tax Ordinance 1984.

2007 2008-2009

The company submitted Income Tax Return dated: 4 July, 2010, under section 82BB which was selected for NBR audit & disputed demand has been created. Subsequently, on 1 January 2010, MJLBL filed an appeal to the office of tax ombudsman for fair judgment and received favorable judgment order on 4 July 2010. Now it is in process of hearing.

2008 2009-2010

As per certificate of Assistant Tax Commissioner, Taxpayer’s Service Wing, LTU, Dhaka, Dated: 12 August 2009, Mobil Jamuna Lubricants Limited is a registered tax payer under Large Taxpayers Unit (LTU), Dhaka. The Taxpayer company submitted Income Tax Return under section 82BB of Income Tax Ordinance 1984 for the assessment year 2009-2010 showing total income Tk. 51,66,73,883/- and paid tax amount of Tk. 14,24,28,190/-and deemed accepted.

41

Year Assessment Year

Assessment Status

2009 2010-2011

The company submitted Income Tax Return dated 15 July , 2010 under Universal Self Assessment showing total income of the tax payer company Tk. 410,462,916/- and paid tax amount of Tk. 172,563,085.00 /- and refund receivable amount of Tk. 18,639,491.

c) Custom Duty and other Liabilities The company does not have any outstanding custom duty or similar liabilities as on 31 March, 2010.

Operating lease commitment during last five years

The company has established its Head Office as well as the branches on annual leased/rental accommodation as follows:

Sl. Location Contract Period 2010 2009 2008 2007 2006 2005 Total

01 Mobil House, CWS (c) 9, Gulshan 1

Continues extended contract upto August 31, 2013

821,273 3,285,091 3,285,090 2,751,032 2,484,000 2,484,000 15,110,486

02 138/A, Road # 01, CDA Residential Area, Agrabad, Chittagong

1 year Continues extended agreement 86,580 511,599 461,945 410,700 410,700 405,150 2,286,674

03 Bogra Plot # 14, Road # 1, Bogra-5800

Continues extended contract upto February 14, 2014

60,000 231,740 190,440 190,440 184,230 160,200 1,017,050

04 Tongi Ware House - 2,400,000 2,400,000 1,200,000 - - 6,000,000

05 Tejgaon Ware House 429-432 Tejggaon I/A, Tejgaon, Dhaka

Continues extended contract upto December, 2010

- - - 648,432 1,119,398 962,813 2,730,643

06 170 Shvo Cottage, Road # 5, Block # E, Shahajalal Uposhahar, Sylhet

2 Years up to December31, 2010 45,000 120,000 102,000 82,372 51,264 - 400,636

Total 1,012,853 6,548,430 6,439,475 5,282,976 4,249,592 4,012,163 27,545,488

42

Financial lease commitment during last five years MJLBL entered into the following lease commitment during the last five years. However, there is no

outstanding balance at present. Because the company met all outstanding through early settlement

by 30 June 2009.

Name of institution

Type of loan Amount of loan Rate ofinterest

SanctionDate

Amount of installment

OutstandingBalance

IDLC Finance Ltd. Lease/Structured Finance 2,150,000 14.56% 12-Aug-03 59,360 NIL

IDLC Finance Ltd. Lease/Structured Finance 3,280,000 14.59% 28-Jun-07 113,050 NIL

IDLC Finance Ltd. Lease/Structured Finance 3,440,000 14.59% 02-Sep-07 118,570 NIL

IDLC Finance Ltd. Lease/Structured Finance 2,352,647 15.46% 12-Aug-08 66,030 NIL

Personnel related scheme The company is currently staffed with 95 full time employees. It strongly believes that human

resources are the best assets of the Company. This is why the Company pays first priority in developing human resources through training and providing them with opportunities for rewarding

careers that support our leadership position in the lubricant markets. In line with these beliefs, the

Company has a well-designed compensation package for the employees to encourage professionalism, stimulate team-work and promote innovation reinforced with high ethical

standards. The company’s remuneration benefits include salary and allowances, festival bonus. The company

also has the following retirement/ terminal benefits for the employees:

A. Provident Fund: All permanent employees of MJLBL are entitled to a 10% recognized

contributory Provident Fund.

B. Gratuity: All permanent employees of the company having minimum five (5) years of continuous service are entitled for gratuity.

C. Medical allowance: All permanent employees of the company are entitled to receive medical

facilities up to the following maximum limit in the following manner:

a. BDT 10,000 per year for the employees who take treatment as outpatient b. BDT 30,000 per year for the employees who are hospitalized

Breakdown of Estimated expenses for IPO The following amounts to be paid to the Issue Managers, Underwriters & other costs are estimated as follows:

Sl. No.

Description Basis of Fees Amount in Tk.

(approx.)

Issue Management Fees

1 Manager to the Issue Fee 0.5 % on the size of public Issue 25,400,000

2 VAT against Issue Management Fees 3,810,000

43

Listing Related Expenses:

3 Prospectus Submission Fee to DSE 5,000

4 DSE & CSE Listing- Initial Fees @ 0.25% on Tk. 100 million and 0.15% on the rest amount of paid up capital; maximum Tk. 2 million for each exchange

4,000,000

5 DSE and CSE Annual Fee 200,000

SEC Fees:

6 Application Fee 10,000

7 SEC Consent Fee fee @ 0.15% on entire offer 7,620,000

IPO Commission:

8 Underwriting Commission Commission @ 0.5% on Underwritten Amount

12,700,000

9 Bankers to the issue fee Commission @ 0.1% of Collected 15,240,000

10 Credit Rating Fees 400,000

11 Legal Fees 200,000

12 Auditor Certification Fees 350,000

CDBL Fees and Expenses: At actual

13 Security Deposit 500,000

14 Annual Fee 100,000

15 Documentation Fee 2,500

16 Connection Fee 6,000

17 IPO Fees @.025% of issue size 1,270,000

Printing and Post Public OfferExpenses:

Estimated

18 Publication of Prospectus 600,000

19 Abridge Version in 4 daily news paper 200,000

20 Printing of Forms 400,000

21 Registrar to the Issue Fee 500,000

22 Lottery Conduction 500,000

23 BUET for Lottery conduction 250,000

24 Binding of All applications 50,000

25 Satcom Software for share management 100,000

26 Courier 100,000

27 Physical Distribution of Allotment andRefund warrant

250,000

28 Publication of Notice 100,000

29 Stationeries & Others 50,000

30 Data entry & processing and Refundwarrant related expenses

12,000,000

Grand Total 86,913,500

44

Revaluation of company’s assets and summary thereof The company has not made revaluation of any of its assets since its inception. Transaction between holding/subsidiary/associate company and the issuer

Jan-Dec, 05 Jan-Dec, 06 Jan-Dec, 07 Jan-Dec, 08 Jan-Dec,

09 Jan-Mar,

10 Name of the party

Nature of Transactions Relation Nature of

Relationship Value (Tk) Value (Tk) Value (Tk) Value (Tk) Value (Tk) Value (Tk)

EC Securities Limited

Land Purchase Creditor Holding 70,000,000

EC Distribution Limited

Additive Purchase

Creditor Group company 105,692,502 16,787,152

East Coast Trading (Pvt) Limited

Additive Purchase

Creditor Group company 172,225,992 17,353,864

Sale of finished products

Creditor 240,953,757 690,978,302 724,024,432 804,161,889 568,

293,861 116,226,542 Jamuna Oil company Limited Diesel

Purchase Creditor

Associate 4,251,060 1,159,380

Mobil Jamuna Fuels Limited

Expense payments through current account by MJLBL

Debtor Group company 242,418 837,824

7336,584 21,163,659 9,580,055 8,648,389

Parkesine Products Ltd.

Moulds & Sub-Moulds purchase

Creditor Shareholder 551,991

ExxonMobil Asia Pacific Pte. Ltd.

Import of raw material and royalty fee

Creditor Group company 748,903,867 1,831,569,763 404,855,198 1,810,354,349

Mobil Oil Australia Pte Ltd.

Technical assistance fees

Creditor Group company 730,926 92,413 478,482

45

Auditors certificate regarding allotment of shares to promoters or Sponsor shareholders for consideration in cash/other than in cash

This is to certify that the paid-up capital of M/s. MJL Bangladesh Limited as of 31 March 2010 was Tk. 1,403,200,000 divided into 140,320,000 ordinary shares of Tk. 10 each. Details are as follows:

Basis Allotment

In cash Other than in cash

Bonus Share

Total Amount (Tk.)

First in 1998 800,000 - - 800,000

Second in 2000 69,000,000 23,000,000 - 92,000,000

Third in 2002 193,500,000 64,500,000 - 258,000,000

Fourth in 2010 - - 1,052,400,000 1,052,400,000

Total 263,300,000 87,500,000 1,052,400,000 1,403,200,000

The company had subdivided the face value of its ordinary share from Tk. 100,000 to Tk. 10,000

through a special resolution in the Extraordinary General Meeting held on 14 December 2003 and Tk.10,000 to Tk.10 through a special resolution in the Extraordinary General Meeting held on 18

October 2009 and necessary amendments in the capital clause of the Memorandum of Association and Articles of Association were made accordingly. Hence, the paid up capital of the company has

stood at Tk.1,403,200,000 divided into 140,320,000 ordinary shares of Tk.10 each.

Sd/- ACNABIN Chartered Accountants Dhaka

August 30, 2010

Declaration regarding suppression of material information This is to declare that, to the best of our knowledge and belief, no information, facts or circumstances, which should be disclosed have been suppressed, which can change the terms and conditions under which the offer has been made to the public. For Issuer, Sd/- Sanaul Haque Chief Executive Officer MJL Bangladesh Limited Date: 19-07-2010

46

SECTION-VIII: INFORMATION ABOUT DIRECTORS & OFFICERS

INFORMATION ABOUT DIRECTORS & OFFICERS

Directors of the Company

Name Designation Age Experience Nominated by

Period of

Nomination

Mohammad Mejbahuddin Chairman 52 years 28 years Jamuna Oil

Company Limited three years

Mizanur Rahman Director 56 years 31 years Jamuna Oil

Company Limited One year

Abdul-Muyeed Chowdhury Director 66 years 33 years EC Securities

Limited One year

Md. Aminur Rahman

Director 64 years 35 years EC Securities

Limited One year

Q.M. Shariful Ala

Director 50 years 28 years EC Securities

Limited One year

Azam J. Chowdhury Director & Managing Director

55 years 30 years EC Securities

Limited One year

Information regarding directors and directorship

Name Designation Date of becoming

Director for the first time

Date of Expiration of

Current Term Mohammad Mejbahuddin Chairman May 5, 2010 15th AGM in 2013 Mizanur Rahman Director March 23, 2009 13th AGM in 2011 Abdul-Muyeed Chowdhury Director December 14, 2003 13th AGM in 2011 Md. Aminur Rahman Director September 14, 2008 13th AGM in 2011 Quazi Md. Shariful Ala Director September 3, 2002 13th AGM in 2011

Azam J. Chowdhury Director &

Managing Director March 18, 1999 13th AGM in 2011

47

Directors’ involvement in other organization Name Designation in

the company Directorship/Sponsorship/Ownership with other companies

Position

Mohammad Mejbahuddin

Chairman Mobil Jamuna Fuels Limited Titas Gas Transmission & Distribution Company Ltd. Karnaphuli Fertilizer Co. Ltd. Bangladesh Gas Fields Co. Ltd. Bangladesh Petroleum Exploration & Production Co. Ltd.

Chairman Chairman Director Chairman Chairman

Mizanur Rahman

Director Mobil Jamuna Fuels Limited Jamuna Oil Company Limited

Director Managing Director

Abdul-Muyeed Chowdhury

Director Mobil Jamuna Fuels Limited Tiger Tours Limited BRAC BDMail Network Limited Pioneer Insurance Company Limited

Director Chairman Chairman Director

Md. Aminur Rahman

Director Mobil Jamuna Fuels Limited Director

Azam J. Chowdhury

Director & Managing Director

East Coast Shipping Lines Ltd. East Coast Trading (Pvt.) Ltd. EC Distribution Ltd. EC Securities Limited Nordic Woods Limited Surma Oil Company Limited Bangladesh Trade Syndicate Ltd. The Consolidated Tea & Lands Co. (Bangladesh) Ltd. Mobil Jamuna Fuels Limited Prime Bank Limited Greenways Industries (BD) Ltd. Clean Fuel Filling Station Ltd. EC Bulk Carriers Ltd. Baraoora (Sylhet) Tea Co. Ltd. Central Depository Bangladesh Ltd.

Chairman Chairman Chairman Chairman Chairman Chairman Chairman Chairman Director Chairman Chairman Chairman Chairman Chairman Director

Q.M. Shariful Ala

Director Delta BRAC Housing Finance Corp. Ltd. BRAC Bank Limited Mobil Jamuna Fuels Limited

Director & Managing Director Director Director

Family Relationship among directors and top officials No family relationship exists between the members of the Board of Directors. Besides, there is no family relationship among directors and top five officers of the Company.

48

Short Bio-Data of the Directors Mohammad Mejbahuddin Chairman, Board of Directors

Mr. Mohammad Mejbahuddin is Chairman of the Board of Directors of MJLBL. Mr. Mejbahuddin is representing the Jamuna Oil Company Limited on the Board of MJLBL since May 5, 2010. He is

presently the Secretary of the Energy & Mineral Resources Division, Ministry of Power, Energy &

Mineral Resources, Government of Bangladesh.

Besides MJLBL, Mr. Mejbahuddin represents the Government on the Board of Directors of Karnaphuli Fertilizer Company Limited (KAFCO). He is also the Chairman of Titas Gas Transmission

& Distribution Company Limited; Bangladesh Petroleum Exploration & Production Company Limited;

Bangladesh Gas Fields Company Limited; and Bangladesh Petroleum Institute.

Prior to his appointment as Secretary In-charge of the Energy & Mineral Resources Division, he was Additional Secretary of Economic Relations Division (ERD) of the Ministry of Finance.

Mr. Mejbahuddin joined the Civil Service of Bangladesh in 1983, and served in a number of

ministries at various important levels, including Joint Secretary of the Ministry of Communication;

Economic Counselor of the Embassy of Bangladesh in Rome, Italy; and Joint Commissioner of Customs at the National Board of Revenue. Mr. Mejbahuddin earned his Master of Arts degrees in

Public Administration from Dhaka University, Bangladesh; and also obtained Hubert H. Humphrey Fellowship from Pennsylvania State University, USA.

Azam J. Chowdhury Director and Managing Director

Mr. Azam J. Chowdhury is a nominee Director representing EC Securities Limited at the Board of

Directors of MJL Bangladesh Limited since March 1999. Mr. Chowdhury was also appointed as the Managing Director on the Company in January 2002. He is the Chairman of East Coast Group, a fast

growing group with a highly diversified business portfolio.

Presently he is the Chairman of Prime Bank Limited, one of the leading private sector banks in

Bangladesh. He is also the Chairman of Bangladesh-Norway Chamber of Commerce & Industry; Vice President of Bangladesh Energy Companies Association and Member of Advisory Council of the

Government of Bangladesh on Power, Energy & Mineral Resources. He is also the Director of Central Depository Bangladesh Limited (CDBL). Mr. Chowdhury is also the Chairman of The

Consolidated Tea & Lands Co. (Bangladesh) Limited (James Finlay). He was chairman of Green

Delta Insurance Co. Limited, one of the most successful general insurance companies in Bangladesh.

Having completed his Masters in English literature from the University of Dhaka, he attended

courses on Business Administration in UK and Singapore. He also completed a course in Pricing and

49

Costing sponsored by UNCTAD under United Nations. In recognition to his performance, Hungarian

Government nominated him as the Honorary Consul of the Republic of Hungary in Bangladesh.

He is actively involved in various philanthropic activities, including establishment and management of school and charitable clinic with primarily focus to provide underprivileged people free access to

educational and medical facilities. He is also a renowned Golfer and achieved laurels several times in this sporting arena.

Md. Aminur Rahman Director

Mr. Md. Aminur Rahman was appointed at the Board of Directors of MJLBL as a nominee Director of

EC Securities Limited in September 2008.

Mr. Rahman joined the Civil Service of Bangladesh in November 1970, and retired as Secretary of

the Ministry of Commerce of Government of Bangladesh in January 2005. During his long service tenure with the Government, he served in a number of ministries at various important levels,

including Secretary of the Ministry of Housing and Public Works and Secretary-in-Charge of the Ministry of Textile.

Mr. Rahman obtained a Bachelor of Science degree from the University of Dhaka and a Post-Graduate Diploma in Economics & Social Studies from the University of Manchester, UK.

Mizanur Rahman Director

Mr. Mizanur Rahman is a nominee Director representing Jamuna Oil Company Limited at the Board

of MJL Bangladesh Limited since March 23, 2009. Mr. Rahman is presently the Managing Director of Jamuna Oil Company Limited, a shareholder of MJL Bangladesh Limited.

Mr. Rahman has over 30 years of professional experience in the downstream petroleum industry of

the country. After being graduated with Honors in Political Science from the University of Dhaka,

he joined Bangladesh Petroleum Corporation (BPC) in June 1978, and served until November 10, 2009, with the position of Director, Marketing. He is also widely known as an accomplished theatre

worker, actor and playwright.

Abdul-Muyeed Chowdhury Director

Mr. Abdul-Muyeed Chowdhury is a nominee Director representing EC Securities Limited in the Board of Directors of MJLBL since December 14, 2003. He is currently the Chairman of BRAC Bdmail

Network Limited, a US-Bangladesh joint venture ISP Company and an independent Director of Pioneer Insurance Company Limited.

50

Mr. Chowhdury was a former Adviser to Caretaker Government of 2001 in Bangladesh.

A career civil servant for 33 years he was a Secretary to the Government in various ministries from

1994 to 2000. His last assignment was as Secretary Internal Resources Division (IRD) of the Ministry of Finance and ex-officio Chairman of the National Board of Revenue (NBR) for two years till his

retirement in July, 2000. He was a successful Managing Director of Biman Bangladesh Airlines. As Executive Director of Jamuna Multipurpose Bridge Authority and Secretary Jamuna Bridge Division

he steered the construction work of Bangabandhu Bridge on river Jamuna to completion in record

time. Mr. Chowdhruy was the Executive Director of BRAC from the 2000 to 2006. He was also the

Chairman of SME Foundation, Bangladesh, a not-for-profit organization under public-private partnership for promoting and developing the SME sector in Bangladesh. He also held the position

of Chairman at Bangladesh Telecentre Network (BTN), a coalition of organizations and individuals

committed to provide Internet based shared access points for information and other facilities to the rural communities across the country. Mr. Chowdhury was a Vice President of Bangladesh

Olympic Association, President of National Shooting Federation of Bangladesh. He was a Global Councillor of International Union for Conservation of Nature (IUCN) during 2004-2008.

Mr. Chowdhury obtained a Bachelor of Arts (Honors) in History in 1964 and a Master of Arts in

Modern History from the University of Dhaka in 1965. He also attended University of Tennessee

(Knoxville, USA) for 9-months as a Fulbright scholar in 1980-81.

Quazi Mohammad Shariful Ala Director

Mr. Quazi Mohammad Shariful Ala is a nominee Director representing EC Securities Limited at the

Board of MJL Bangladesh Limited since September 2002. He is presently the Managing Director and

CEO of Delta Brac Housing Finance Corporation (DBH), a position he has held since July 1997. Beside this, he is also a Director of BRAC Bank Limited.

Prior to joining DBH, he was the Finance Director of Green Delta Insurance Company Limited. He

has also worked in the London Office of Price Waterhouse Coopers (one of the big four

international accountancy and consultancy firms) for six years. Whilst at Price Waterhouse, Mr. Ala had worked on assignments with some of the largest listed companies in the UK and US including,

JP Morgan, Barclays Bank, Shell Group, Unilever, etc. He has altogether more than 28 years professional experience primarily in the financial sector both in Bangladesh and in the United

Kingdom.

Mr. Ala is a Chartered Accountant from the Institute of Chartered Accountants of England & Wales

and graduated with first class honors in Economics from the London School of Economics, University of London, UK.

51

Credit Information Bureau (CIB) Report Neither the company nor any of its directors or shareholders who hold 5% or more shares in the

paid up capital of the issuer is loan defaulter in terms of the CIB Report of the Bangladesh Bank.

Description of Top Executives and Departmental Heads

Name Designation Date of joining

Educational qualification

Last five years experience

Azam J. Chowdhury Managing Director & Director

March 18, 1999 (As Director), January 22, 2002 (as Managing Director)

Masters in English Literature

Worked as Managing Director at MJLBL

Sanaul Haque Chief Executive Officer February 1, 1998

Marine Engineering Officer -Class 1; and MBA

Worked as Manager – Sales Marketing at MJLBL up to 30th March, 2008 and as General Manager - Sales & Marketing at MJLBL up to June 6th, 2010

M. Mukul Hossain Chief Engineer & GM – Industrial Lubes

June 16, 1998 Marine Engineering Officer -Class 1; and MBA

Worked as Chief Engineer & Manager - Industrial Lubes at MJLBL up to 30th March, 2008

Mohammad Tipu Sultan, FCA

Chief Financial Officer May 15, 2009 Qualified Chartered Accountant & MBA

Worked as Director Financial Controls and Company Secretary at Pacific Bangladesh Telecom Limited

Md. Warisul Abid Manager, HR & Company Secretary

January 1, 1998

MBA in Human Resource Management

Worked as Assistant Manager – HR at MJLBL up to 29th November, 2007 and as Assistant Manager – HR & Company secretary at MJLBL up to 30th March, 2008

Salah Uddin Ahmed Plant Manager August 1, 2002 B Sc. Engineering in Mechanical

Worked as Blending & Filling Supervisor at MJLBL up to 30th March, 2006 and worked as Manager – Blending & Filing Operations up to 30th March, 2008

52

Involvement of Directors and Officers in Certain Legal Proceedings No Officer or Director of the Company was involved in any of the following types of legal

proceedings in the last ten years.

(a) Any Bankruptcy Petition filed by or against any company of which any officer or director of the Company filing the Prospectus was a director, officer or partner at the time of the bankruptcy.

(b) Any conviction of director or officer in a criminal proceeding or any criminal proceeding

pending against him. (c) Any order, judgment or decree of any court of competent jurisdiction against any director,

officer permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director or officer in any type of business, securities or banking activities.

(d) Any order of the Securities and Exchange Commission, or other regulatory authority or foreign financial regulatory authority, suspending or otherwise limiting the involvement of any director

or officer in any type of business, securities or banking activities Certain Relationships and Related Transactions Neither proposed any transaction nor had any transaction during the last two years, between the issuer and any of the following persons:

a) Any director or executive officer of the issuer

b) Any director or officer c) Any person owning 5% or more of the outstanding shares of the issuer

d) Any member of the immediate family (including spouse, parents, brothers, sisters, children, and in-laws) of any of the above persons.

e) Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is currently a director or in any way connected with a director of either the issuer company

or any of its subsidiaries/holding company or associate concerns, or who was a director or

connected in any way with a director at any time during the last three years prior to the issuance of prospectus.

f) Any loan either taken or given from or to any director or any person connected with the director, any loan taken from any such person who did not have any stake in the issuer, its

holding company or its associate concerns prior to such loan.

except transactions mentioned under note 31 of the audited financial statement for three months period ended on 31 march 2010 and transactions mentioned earlier under the head ‘Transaction

Between Related Party and Issuer’.

Directors’ facilities The Directors did not enjoy any interest, any facilities, whether pecuniary or non-pecuniary

excepting fee for attending in the Meetings of the Board of Directors. However, Mr. Azam J.

Chowdhury is also Managing Director of the company. As per company’s policy, he enjoys salary and other benefits as a regular employee which is disclosed as additional disclosure by the auditor.

53

Executive Compensation a) Remuneration paid to top five salaried officers

Name Designation Gross Salary

(Tk.) Jan- Mar 2010

Gross Salary (Tk.)

Jan- Dec 2009 Azam J. Chowdhury Managing Director Sanaul Haque Chief Executive Officer M. Mukul Hossain General Manager Mohammad Tipu Sultan Chief Financial Officer M. Liaquat Ali Khan General Manager

10,638,500.00 25,850,454.00

b) Aggregate amount of Remuneration paid to the Directors and Officers during last

Accounting Year (as per audited accounts)

Particular Amount ( Taka) Paid in

Jan-Mar 2010 Amount ( Taka) Paid

in Jan-Dec 2009

Directors’ fees 103,501 791,501 Officers/Employees 16,185,684 88,032,172

c) Remuneration paid to Director who was not an officer during the last accounting year.

The company did not pay any remuneration to any director who was not an officer during the last accounting year.

d) Future Compensation to Directors or Officers There is no contract with any Director or Officer providing for the payment of any future compensation.

e) Pay increase intention Except for normal annual increment and allowances, there is no plan for substantial pay

increase to its officers and directors in the current year. Options Granted to Directors, Officers and Employees The company did not grant any option to any officer, Director and all other officers of the Company or to any other person involved with the company.

Transaction with the Directors and subscribers to the Memorandum The transaction with Directors and subscribers to the Memorandum in normal course of business has been disclosed in the “Transaction between subsidiary/Associate/holding company and issuer” and

“Certain Relationships and Related Transactions” part of the prospectus. In addition to those, the following transactions occurred in the last five years:

54

a) Benefits From the Company during last five years: The Directors of the company received board meeting attendance fees which was disclosed in every year audited accounts. The subscribers to the memorandum received the following benefits:

Name of the directors and subscribers

Nature of value received Amount in Taka 01.01.05 to 31.03.10

EC Securities Limited Dividend (Cash & Stock) 925,962,000

Jamuna Oil Company Limited Dividend (Cash & Stock) 308,704,000

Mr. Azam J. Chowdhury* Dividend ( Stock) 30,000

Mrs. Marina Yasmin Chowdhury Dividend ( Stock) 30,000

Mr. Tanjil Chowdhury Dividend ( Stock) 30,000

Ms. Dilruba Chowdhury Dividend ( Stock) 30,000

M/s. Parkesine Products Limited Dividend ( Stock) 30,000

* Since Mr. Azam J. Chowdhury is working as Managing Director, he has enjoyed salary and other

benefits from the company as a regular employee. b) Directors and Subscribers’ Assets to the Company: The Company has not received any assets, services of other consideration from its directors and subscribers to the memorandum except

i) Fund against allotment of shares;

ii) Services from one director named Mr. Azam J. Chowdhury iii) A piece of land was acquired from the EC Securities, one of the subscribers to the

memorandum.

Seller-EC Securities

Limited

Buyer-MJL Bangladesh

Limited Seller of

Land

Buyer of

land Deed no &

date

Purchase

Price

Deed no

& date

Purchase

Price

Measurement

Method

of

Pricing

EC

Securities

Limited

MJLBL

9700

Date:

25.06.2008

45,955,000

16957

date:

6.11.2009

70,000,000 1.820 acre Fair

Value

55

Tangible assets per share (As per audited accounts as on 31 March 2010)

Asset Amount (Taka) Property, Plant and Equipments 727,153,566 Capital Work-in Progress 342,836,911

Total Non-Current Assets [A] (excluding intangible assets) 1,069,990,477

Inventories 738,512,593 Receivables 92,969,274 Advances, deposits and prepayments 38,021,869 Advance income tax 280,272,205 Investments 397,629,751 Cash and cash equivalents 102,953,394 Total Current Assets [B] 1,650,359,087 Total Assets [C=A+B] 2,720,349,564 Liabilities Deferred Tax Liabilities 110,088,903 Total Non-Current Liabilities[D] 110,088,903 Short term loan 588,334,779 Sundry creditors 20,997,266 Provision for income tax 294,404,279 Other liabilities 60,616,383 Total Current Liabilities [E] 964,352,706 Total Liabilities [F=D+E] 1,074,441,609 Total Net Asset [G=C-F] 1,645,907,955 Number of Shares outstanding [H] 140,320,000 Net Tangible Asset Per Share [I=G/H] 11.73

56

Ownership of the Company’s securities ( as per schedule X )

Name of the Shareholders Address Number of Shares

% of Total Shareholding

EC Securitiies Limited East Coast Group, SWG (8) Gulshan Avenue, Dhaka-1212 105,220,000 74.98575%

Jamuna Oil Company Limited

Jamuna Bhaban, Agrabad C/A, Chittagong 35,080,000 25%

Mr. Azam J. Chowdhury 17, Shayestha Khan Avenue Sector #7, Uttara, Dhaka 4000 0.00285%

Mrs. Marina Yasmin Chowdhury

17, Shayestha Khan Avenue Sector #7, Uttara, Dhaka 4000 0.00285%

Mr. Tanjil Chowdhury 17, Shayestha Khan Avenue Sector #7, Uttara, Dhaka 4000 0.00285%

Ms. Dilruba Chowdhury 17, Shayestha Khan Avenue Sector #7, Uttara, Dhaka 4000 0.00285%

M/s. Parkesine Products Limited

East Coast Group, SWG (8) Gulshan Avenue, Dhaka-1212 4000 0.00285%

Total 140,320,000 100.00% Securities owned by the officers

There are no shares owned by the officers of the Company, except Mr. Azam J. Chowdhury, Managing Director & Director of MJL Bangladesh Limited. Name of the Shareholder

Position Address Number of Shares

% of Total Shareholding

Mr. Azam J. Chowdhury

Managing Director

17, Shayestha Khan Avenue, Sector #7, Uttara, Dhaka

4000 0.00285%

Shareholder holding 5% or more shares

Name of the Shareholders Address Number of

Shares % of Total

Shareholding

EC Securitiies Limited East Coast Group, SWG (8) Gulshan Avenue, Dhaka-1212

105,220,000 74.98%

Jamuna Oil Company Limited Jamuna Bhaban, Agrabad C/A, Chittagong

35,080,000 25%

57

SECTION-IX: FEATURES OF IPO

Features of IPO Book building method

Book Building is a process used by companies raising capital through Public Offerings to aid price and demand discovery. It is a mechanism where, during the period for which the book for the offer

is open, the bids are collected from institutional investors at various prices, which are within the price band approved by the Securities and Exchange Commission. The process is directed towards

only eligible institutional investors. The bidding is handled through a uniform and integrated

automated system of the stock exchanges, or any other organization as decided by the Commission, especially developed for book building method. The offer price for initial public offering is cut-off

price, the lowest price offered by the bidders at which the total issue is exhausted. The steps including book building method are as under:

(a) Issuer shall invite for indicative price offer from the eligible institutional investors through

proper disclosure, presentation, document, seminar, road show, etc.;

(b) Issuer in association with issue manger and eligible institutional investors shall quote an

indicative price in the prospectus and submit the same to the Commission with copy to the stock exchanges;

(c) Such indicative price range shall be determined as per price indications obtained from at least five eligible institutional investors covering at least three different categories of such investors;

(d) Rationale for the indicative price must be included in the prospectus i.e. the issuer is required to disclose in detail about the qualitative and quantitative factors justifying the indicative price;

(e) The indicative price shall be the basis for formal price building with an upward and downward

band of 20% (twenty percent) of indicative price within which eligible institutional investors shall

bid for the allocated amount of security;

(f) Eligible institutional investors bidding shall commence after getting consent from the Commission for this purpose;

(g) If institutional quota is not cleared at 20% (twenty percent) below indicative price, the issue will be considered cancelled unless the floor price is further lowered within the face value of

security:

Provided that, the issuer’s chance to lower the price shall not be more than once;

(h) Prospectus will have to be posted on the Websites of the Commission, stock exchanges, issue

manager and issuer at least two weeks prior to the start of the bidding to facilitate investors to know about the company and all aspect of offering;

58

(i) No institutional investor shall be allowed to quote for more than 10% (ten percent) of the total

security offered for sale, subject to maximum of 5 (five) bids;

(j) Institutional bidding period will be 3 to 5 (three to five) working days which may be changed with the approval of the Commission;

(k) The bidding will be handled through a uniform and integrated automated system of the stock exchanges, or any other organization as decided by the Commission, especially developed for book

building method;

(l) The volume and value of bid at different prices will be displayed on the monitor of the said

system without identifying the bidder;

(m) The institutional bidders will be allotted security on pro-rata basis at the weighted average price of the bids that would clear the total number of securities being issued to them;

(n) Institutional bidders shall deposit their bid with 20% (twenty percent) of the amount of bid in advance to the designated bank account and the rest amount to settle the dues against security to

be issued to them shall be deposited within 5 (five) working days prior to the date of opening subscription for general investors;

(o) In case of failure to deposit remaining amount that is required to be paid by institutional bidders for full settlement of the security to be issued in their favor, 50% (fifty percent) of bid

money deposited by them shall be forfeited by the Commission. The securities earmarked for the bidder who defaulted in making payment shall be added to the general investor quota.

(p) General investors, which include mutual funds and NRBs, shall buy at the cut-off price;

(q) There shall be a time gap of 25 (twenty five) working days or as may be determined by the Commission between closure of bidding by eligible institutional investors and subscription opening

for general investors;

(r) Subscription for general investors shall remain open for the period as specified by the

Commission;

(s) General investors shall place their application through banker to the issue; and

(t) All application money shall be kept in a separate escrow account opened with a designated bank

with prior intimation to the Commission. Issuer will not be allowed to utilize such money until all

the process of issue is completed and Commission’s consent to this effect is obtained.

59

Determination of Indicative price Method-1: Share price based on Net Asset Value per share (NAV)

(as per audited accounts)

Total Asset (A) 2,721,910,834

Intangible Asset (B) 1,561,270

Total Liabilities (C) 1,074,441,609

Net Asset Value [D={A-(B+C)}] 1,645,907,955

Number of shares outstanding (E) 140,320,000

Net Asset Value per share (F) 11.73

Net Asset Value per share fails to capture a significant part of MJLBL’s true value by

underestimating the intrinsic value of some of its key intangible assets, which are often key

competitive strengths. Because MJLBL has a very strong brand equity, whose true value is much higher than that reflected in the value of intangible in the financial statements. The strength of

MJL Brand is derived from its leadership position in Bangladesh.

Method-2: Share price based on Price Earnings (P/E) multiple Year Historical

Net Income (A)

Paid up capital

(B)

No. of Share*

(as per accounts) (C)

No. of Share

(Tk.10 basis) (D)

Earnings per share

(Tk. 10 basis) (E=A/D)

2005 51,496,872 350,800,000 35,080 35,080,000 1.47

2006 212,708,815 350,800,000 35,080 35,080,000 6.06

2007 259,389,868 350,800,000 35,080 35,080,000 7.39

2008 402,881,670 350,800,000 35,080 35,080,000 11.48

2009 343,251,789 1,403,200,000 140,320,000 140,320,000 2.45

Average Earnings per share 5.77

Average Price Earnings (PE) Ratio of Dhaka Stock Exchange for last six month

28.46**

Indicative price per share

164.21

* The denomination of share from 2005-2008 was Tk.10,000 and in 2009, it was converted into Tk. 10.

**Market P/E for last six month

Period May ‘10 April ‘10 Mar ‘10 Feb ‘10 Jan ‘10 Dec ‘09

Market P/E 27.73 29.88 27.59 30.58 29.35 25.65

Average market P/E 28.46

60

Source: DSE Monthly Review

Method-3: Share Price based on similar Stocks

Company Name Eastern

Lubricant Jamuna Oil Padma Oil

Meghna Petroleum

Face Value 10 10 10 10

Closing Prices

May ‘10 912.00 386.90 943.60 261.20

Apr ‘10 735.00 350.50 745.20 267.20

Mar ‘10 683.40 366.60 670.90 276.00

Feb ‘10 615.30 424.00 662.40 304.10

Jan ‘10 702.20 458.80 811.60 322.80

Dec ‘10 566.00 454.40 620.20 262.60

Average closing price 702.32 406.87 742.32 282.32

Market value multiplier 533.45

Average market value multiplier 53.345

Data Source: DSE Monthly Review

Rationale behind selecting the companies: a. All the above mentioned companies belong to the same industry

b. Eastern lubricant has the same product line as MJL Bangladesh Limited

c. Jamuna oil has common management as MJL Bangladesh Limited From the above it is clear that market price of similar companies of Fuel sector is 53.35 times

higher than their face value. Based on above market value multiple, the indicative price per share of MJL Bangladesh Ltd. may be 533.45 (i.e.10X53.345)

Summary of Indicative Price:

Justification of offer price under different methods Amount (Taka)

01 Offer price based on Net Asset value per share 11.73

02 Offer price based on Price Earnings (P/E) multiple 164.21

03 Offer Price based on Similar Stocks 533.45

Average 236.46

Consent of the Eligible institutional Investors regarding indicative price Issuer in association with issue manger and eligible institutional investors quoted an indicative price in the prospectus and submit the same to the Commission with copy to the stock exchanges;18 (Eighteen) Institutional Investors have consented to the proposed indicative price of Tk. 127 each or so per share. The following table illustrates the list of Eligible Institutional Investors (EIIs) consenting to the indicative price:

61

Sl. Name of the Company Category Indicative Price

1 Pubali Bank Limited Bank 126.00

2 Peoples leasing & Financial Services Ltd. NBFI 126.10

3 LankaBangla Finance Limited NBFI 125.00

4 Union Capital Limited NBFI 125.00

5 Phoenix Finance & Investments Ltd. NBFI 127.00

6 Fareast Finance & Investment Limited NBFI 129.00

7 Prime Islami Life Insurance Company Insurance 130.00

8 Takaful Islami Insurance Limited Insurance 130.00

9 Karnaphuli Insurance Co. Ltd. Insurance 130.00

10 Fareast Islami Life Insurance Co. Ltd. Insurance 130.00

11 Prime Insurance Co. Ltd. Insurance 130.00

12 IIDFC Capital Limited Merchant Bank 130.00

13 IDLC Finance Limited Merchant Bank 125.00

14 Bangladesh Mutual Securities Ltd. Merchant Bank 125.00

15 Mercantile Securities Ltd. Merchant Bank 125.10

16 Grameen Capital Management Ltd. Merchant Bank 130.00

17 Prime Bank Investment Limited Merchant Bank 126.25

18 LankaBangla Securities Broker House 126.00

127.53 Average Price

Conclusion Considering the Average value and the fact that the Company has the most sophisticated and technologically advanced plant, operational excellence, brand equity, lion market share in lubricant industry and well-known clients base, the indicative price of Tk. 127/- is just and fair. Market for the securities being offered The issuer shall apply to all the stock exchanges in Bangladesh with 7 (Seven) working days from the date of consent accorded by the Commission to issue prospectus. The issuer will apply at:

Dhaka Stock Exchange Limited. 9/E, Motijheel Commercial Area, Dhaka 1000. And

Chittagong Stock Exchange Limited CSE Building, 1080, Sheikh Mujib Road, Chittagong 4100

62

Declaration about listing of shares with Stock Exchange(s) None of the stock exchange(s), if for any reason, grants listing within seventy five (75) days from

the closure of subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen days from the date of refusal for listing

by the stock exchanges, or from the date of expiry of the said seventy five (75) days, as the case may be.

In case of non-refund of the subscription money within the aforesaid fifteen (15) days, the company’s directors, in addition to the issuer company, shall be collectively and severally liable for

refund of the subscription money, with interest at the rate of 2% (Two Percent) per month above the bank rate, to the subscribers concerned.

The Issue Manager, in addition to the Issuer Company, shall ensure due compliance of the above mentioned conditions and submit compliance report, thereon, to the Commission within seven (7)

days of expiry of the aforesaid fifteen (15) days time period allowed for refund of the subscription money.

Description of Securities outstanding or being offered Dividend, Voting, Preemption Rights The share capital of the company is divided into ordinary shares and is eligible to receive dividend in terms of the relevant provisions of the Companies Act, 1994 and the Articles of Association of

the company. All Shareholders shall have the usual voting right in person or by proxy or power of attorney in connection with, among others, selection of Directors and Auditors and other usual

General Meeting whether ordinary or extraordinary. On a show of hands every shareholder present

and every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote for

every share held by him/her.

In case of any additional issue of shares for raising further capital, the existing shareholders shall

be entitled in terms of the guidelines issued by SEC time to time. Conversion and Liquidation Rights If the Company at any time issues convertible preferences shares or debentures with the consent of SEC or/and other regulatory authority, such holders of securities shall be entitled to convert such

securities into ordinary shares if it is so determined by the Company.

In terms of the provisions of the Companies Act, 1994, Articles of Association of the Company and

other relevant rules in force, the shares, if any, of the company are freely transferable. The company shall not charge any fee for registering transfer of bonds. No transfer shall be made to

firms, minors or persons of unsound mind.

63

Dividend Policy 1. The profit of the company, subject to any special right relating thereto created or authorized

to be created by the Memorandum of Association and subject to the provision of the Articles of

Association, shall be divisible among the members in proportion to the capital paid up on the shares held by them respectively.

2. The Company in General Meeting may declare dividend to be paid to the members according to their rights and interests in the profits and may fix the time of payment. But no larger dividend

shall be declared than is recommended by the Directors, but the Company at its General

Meeting may declare a smaller dividend. The declaration of Directors as to the amount of net profit of the company shall be conclusive.

3. No dividend shall be payable except out of profits of the company or any other undistributed profits. Dividend shall not carry interest as against the Company.

4. The Directors may, from time to time, pay the members, such interim dividend, as in their

judgment, the financial position of the Company may justify. 5. A transfer of shares shall not pass the right to any dividend declared thereon before the

registration of transfer. 6. There is no limitation on payment of dividends to common stockholders.

Other Rights of the Shareholders In terms of provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in force, the shares of the Company are transferable. The Company shall not charge

any fee, other than Government duties for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind.

The shareholders shall have the right to receive all periodical reports and statements, audited as

well as un-audited, published by the company from time to time. The Directors shall present the

financial statements as required under the law and Bangladesh Accounting Standards (BAS). Financial Statements will be prepared in accordance with the Bangladesh Accounting Standards,

consistently applied throughout the subsequent periods and present with the objective of providing maximum disclosure as per law and Bangladesh Accounting Standard to the shareholders regarding

the financial and operational position of the Company.

In case of any declaration of stock dividend by issue of bonus shares, all shareholders shall be entitled to it, in proportion to their shareholdings, on the date of book closure for the purpose.

The shareholder holding not les than 10% of the issued/fully paid up capital of the company shall

have the right to requisition Extra-Ordinary General Meeting of the company as provided under Section 84 of the Companies Act, 1994.

Debt Securities

The Company has not issued any debt securities and has no future plan as such within six months.

64

SECTION-X: PLAN OF DISTRIBUTION

Underwriting of shares Initial Public Offering (IPO) is for 40,000,000 ordinary shares at an indicative price of Taka 127/- each including a premium of Tk. 117/- per share amounting to Taka 5,080,000,000/- (Taka five thousand eighty million only). As per SEC’s guideline 50% of the said amount i.e. 20,000,000 ordinary shares of Tk. 127/- each amounting to Tk. 2,540,000,000/- (Taka two thousand five hundred forty million only) has been underwritten by the following institutions Sl. Name of Underwriters Number of shares

underwritten Amount (Tk.)

1 Bangladesh Mutual Securities Ltd. 1,000,000 127,000,000

2 Grameen Capital Management Ltd. 1,000,000 127,000,000

3 ICB Capital Management Ltd. 1,000,000 127,000,000

4 IDLC Finance Limited 1,000,000 127,000,000

5 Karnaphuli Insurance Co. Ltd. 1,000,000 127,000,000

6 Prime Bank Investment Limited 1,000,000 127,000,000

7 Prime Finance & Investment Ltd. 9,000,000 1,143,000,000

8 Pubali Bank Limited 1,000,000 127,000,000

9 Union Capital Limited 1,000,000 127,000,000

10 LankaBangla Finance Limited 1,000,000 127,000,000

11 Mercantile Securities Limited 1,000,000 127,000,000

12 IIDFC Capital Management Limited 1,000,000 127,000,000

Total 20,000,000 2,540,000,000

Principal terms and conditions of underwriting agreement

1. If and to the extend that the shares offered to the public by a Prospectus authorized hereunder shall not have been subscribed and paid for in cash in full by the closing date, the Company

shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a copy of said writing to the Securities and Exchange Commission, to subscribe for the

shares not subscribed by the closing date and to pay for in cash in full for such unsubscribed

shares in cash in full within 15(Fifteen) days of the date of said notice and the said amount shall have to be credited into shares subscription account within the said period.

65

2. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the

underwriter has not fulfilled his obligation towards his underwriting commitment under the Agreement, until such time as the Cheque/Bank Draft has been en-cashed and the Company’s

account has been credited.

3. In any case within 7 (Seven) days after the expiry of the aforesaid 15(Fifteen) days, the Company shall send proof of subscription and payment by the underwriter to the Commission.

4. In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said Underwriter will not be eligible to underwrite any issue, until such time as he

fulfils his underwriting commitment under the Agreement and also other penalties as may be determined by the Commission may be imposed on him.

5. In case of failure by any underwriter to pay for the shares within the stipulated time, the Company/Issuer will be under no obligation to pay any underwriting commission under the

Agreement.

6. In case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated time, the Company and its Directors shall individually and collectively be

held responsible for the consequence and/or penalties as determined by the Securities and

Exchange Commission under the law may be imposed on them. Commission for the underwriters The company shall pay to the underwriter an underwriting commission at the rate of 0.5% value of shares underwritten by them out of the Public Issue.

66

SECTION-XI: ALLOTMENT, SUBSCRIPTION AND MARKET

Lock-in on sponsors’ share

All issued shares of the issuer at the time of according consent to public offering shall be subject to

a lock-in period of 3 (Three) years from the date of issuance of prospectus or commercial operation, whichever comes later.

Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the Company within immediately preceding 2 (Two) years of according

consent, shall be subject to a lock-in period of 1 (One) year from the date of issuance of prospectus or commercial operation, whichever comes later.

Name of the Shareholders Number of Shares Lock In Date of

Acquisition Date of

Expiration

10,000 (*) 02.09.1999

1,380,000 (*) 30.03.2000

19,350,000 (*) 30.09.2002

5,570,000 (*) 29.11.2007

(5,000)* (*) 15.10.2009

EC Securities Limited

78,915,000 (*) 30.12.2009

Total 105,220,000

20,000 (*)

2,300,000 (*) 30.03.2000

6,450,000 (*) 30.09.2002

Jamuna Oil Company Limited

26,310,000 (*) 30.12.2009

Total 35,080,000

1000 (*) 15.10.2009 Mr. Azam J. Chowdhury

3000 (*) 30.12.2009

1000 (*) 15.10.2009 Mrs. Marina Yasmin Chowdhury

3000 (*) 30.12.2009

1000 (*) 15.10.2009 Mr. Tanjil Chowdhury

3000 (*) 30.12.2009

1000 (*) 15.10.2009 Ms. Dilruba Chowdhury

3000 (*) 30.12.2009

1000 (*) 15.10.2009 Parkesine Products Limited

3000 (*) 30.12.2009

67

Total 140,320,000

There shall be lock-in of 15 (Fifteen) trading days from the first trading day on the security issued

to the Eligible Institutional Investors (EII). Refund of subscription money As per SEC Notification Dated February 9, 2010, the issuer shall refund application money to the

unsuccessful applicant of the public offer by any of the following manner based on the option given by the applicant in the application form;-

(a) Through banking channel for onward deposit of the refund money into the applicant’s bank

account as provided in the respective application form for subscription; or

(b) Through issuance of refund warrant in the name and address of the applicant as provided in the

respective application form for subscription:

Provided that, in case of deposit into the applicant’s bank account, the applicant will bear the applicable service charge, if any, of the applicant’s banker, and the issuer shall simultaneously

issue a letter of intimation to the applicant containing, among others, the date and amount

remitted with details of the bank through and to which bank such remittance has been effected.” Subscription by and refund to non-resident Bangladeshis (NRB) 1. A Non-Resident Bangladeshi shall apply either directly by enclosing a foreign demand draft

drawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank cheque marking “Account Payee only”.

2. The value of securities applied for by such person may be paid in Taka or US dollar or UK pound

sterling or EURO at the rate of exchange mentioned in the securities application form. 3. Refund against oversubscription shall be made in the currency in which the value of securities

was paid for by the applicant through Account Payee bank cheque payable at Dhaka with bank account number, Bank’s name and Branch as indicated in the securities application form. If the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the Bankers to the Issue and other banks as mentioned below, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms.

68

Availability of securities

1. Securities

Securities Number of

shares Total

amount (Tk.) A 20% of IPO of Ordinary Shares shall be reserved for

Eligible Institutional Investors 8,000,000 1,016,000,000

B 10% of IPO of Ordinary Shares shall be reserved for Non Resident Bangladeshis

4,000,000 508,000,000

C 10% of IPO of Ordinary Shares shall be reserved for Mutual funds and Collective Investment schemes registered with the Commission

4,000,000 508,000,000

D 60% of IPO of Ordinary Shares shall be opened for Subscription by the General Public

24,000,000 3,048,000,000

Total (A+B+C+D) 40,000,000 5,080,000,000

2. All as stated in 1 (A), 1(B), 1(C) and 1(D) shall be offered for subscription and subsequent allotment by the Issuer, subject to any restriction, which may be imposed, from time to time, by the Securities and Exchange Commission.

3. Under the clause 1(A), the Institutional Investors will be allotted security on a pro-rata basis at the weighted average price of the bids that would clear the total number of securities being offered to the Institutional Investors.

4. The securities offered to the investors under clause 1(B), 1(C) and 1(D) will be at the cut-off price determined during the Book Building Process.

5. In case of over-subscription under any of the categories mentioned in the clause 1(B), 1(C) and 1(D), the Issue Manger shall conduct an open lottery of all the applications received under each category separately in accordance with the letter of consent issued by the Securities and Exchange Commission.

6. In case of under-subscription under any of the 10% category as mentioned in claF1(B) and 1(C), the unsubscribed portion shall be added to the general public category, and, if after such addition there is over-subscription in the general public category the issuer and the issue manager shall jointly conduct an open lottery of all the applicants added together.

7. In case of under-subscription of the public offering, the unsubscribed portion of shares shall be taken up by the underwriter(s).

8. The lottery as stated in clause (5) and (6) should be conducted in the presence of the representatives of Issuer, Stock Exchange(s) and the applicants, if there be any.

Allotment The company reserves the right of accepting any application, either in whole, or in part, successful applicants will be notified by the dispatch on an allotment letter by registered post/courier. Letter of allotment and refund warrants will be issued within 5(five) weeks from the closing of the subscription. After allotment the company will have to transfer the shares to the allotees’ Beneficiary Owners (BO) account, which has been mentioned in the application form.

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The company shall issue share allotment letter to all successful applicants, within 5(five) weeks, from the date of the subscription closing date. At the same time, the unsuccessful application shall be refunded with the application money within 5 (five) weeks from the closing of the subscription date, by Account Payee Cheque, without interest payable at Dhaka/Chittagong/Khulna/Rajshahi/Barisal/Sylhet as the case may be. Where allotment is made, in whole or in part in respect of joint application, the allotment letter will be dispatched to the person whose name appears first in the application form notwithstanding that the shares have been allotted to the joint applicants. Where joint applicant is accepted in part, the balance of any amount paid on application will be refunded without interest to the person named first in the application form. Application for subscription 1. Application for shares may be made for a minimum lot of 100 units of shares to the value of

Tk. 12,700 (Taka Twelve thousand seven hundred only) and should be made on the company’s Printed Application Forms. Application Forms and Prospectus may be obtained from the Registered Office of the Company, members of Dhaka Stock Exchange Limited, Chittagong Stock Exchange Limited, or from the Bankers to the issue. In case, adequate Forms are not available, applicants may use photocopied/ cyclostyled/ handwritten/typed copies of the Forms. Applications must not be for less than 100 units of share. Any application not meeting this criterion will not be considered for allotment purpose.

2. Joint application form for more than two (2) persons will not be accepted. In the case of joint

application, each party must sign the application form. 3. Application must be in full name of individuals, or limited companies, or trusts or societies,

and not in the name of minors or persons of unsound mind. Applications from of insurance, financial and market intermediary companies must be accompanied by Memorandum and Articles of Association of that company.

4. An applicant cannot submit more than two applications, one in his own name and another

jointly with another person. In case an applicant makes more than two applications, all the application will be treated as invalid and will not be considered for allotment purpose. In addition whole or part of application money may be forfeited by the Commission.

5. An IPO applicant shall ensure his/her BO account remains operational till the process of IPO

(including securities allotment or refund of IPO application) is completed. If any BO account mentioned in the IPO application is found closed, the allotted security may be forfeited by SEC.

6. Bangladeshi Nationals (including non-resident Bangladeshi Nationals working abroad) and

foreign nationals shall be entitled to apply for the share. 7. Payment for subscription by investors other than Non-Resident Bangladeshi may be made to the

said branches/offices of the banks mentioned in the application forms in Cash/Cheque/Pay Order/Bank Draft. The Cheque/ Pay Order/ Bank Draft shall be made payable to the bank to

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which it is sent, be marked “MJL Bangladesh Limited” shall bear the crossing “A/C Payee Only” and must be drawn on a bank in the same town of the bank to which application form is deposited.

8. All completed application forms together with remittances for the full amount, payable on

application, shall be lodged by investors other than Non-Resident Bangladeshis with any of the branches of the Bankers to the Issue.

9. A Non-Resident Bangladeshi (NRB) shall apply against the Public Offer either directly by

enclosing a foreign demand draft, drawn on a bank payable at Dhaka, or through a nominee (including a Bank or a Company) by paying out of foreign currency deposit account maintained in Bangladesh, for the value of securities applied for. The value of securities applied for may be paid in Taka, US Dollars, Great Britain Pounds or Euro Dollars at the spot buying (TT Clean) rate of exchange prevailing the date of opening of subscription. Refund against over subscription of shares shall be made in the currency, in which the value of shares, applied for, was paid by the applicant. Shares application form against the quota for NRB shall be sent by the applicant directly along with a bank draft or cheque to the company at its registered office. Copies of application form and prospectus shall be available with the Bangladesh Embassy/High Commission in USA, UK, Saudi Arabia, UAE, Qatar, Kuwait, Oman, Bahrain, Malaysia, and South Korea and on the website of the SEC, Issuer Company, Issue Managers, DSE and CSE.

10. The IPO subscription money collected from investors (other than non-resident Bangladeshis) by

the Bankers to the Issue will be remitted to the ‘MJL Bangladesh Limited (IPO)’ Account No. 1501101831146002 of BRAC Bank Limited for this purpose.

11. The subscription money collected from Non-Resident Bangladeshis in US Dollars or Great Britain

Pounds or Euro Dollars shall be deposited to three FC accounts opened by the Company for IPO purpose as follows:

Sl. Name of the FC Accounts Currency Account No. Bank

1. MJL Bangladesh Limited US Dollar 1501201831146001 BRAC Bank Limited

2. MJL Bangladesh Limited Euro 1501201831146002 BRAC Bank Limited

3. MJL Bangladesh Limited GB Pound 1501201831146003 BRAC Bank Limited Subscription money from Eligible Institutional Investors will be collected through a separate ESCROW account named ‘MJL Bangladesh Limited EII Escrow’ bearing A/C No. 1501101831146001 of BRAC Bank Limited 12. In the case of over-subscription of securities to the NRB applicants, refund shall be made by

MJLBL out of the “FC Account for IPO NRB Subscription”. MJLBL has already opened the aforesaid FC Accounts & Current Account and shall close these accounts after refund of over-subscription, if any.

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13. Applications not in conformity with the above requirements and the instructions printed on the

applicant form are liable to be rejected. Trading and settlement Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the Company The issue shall be placed in Category “N” with DSE and CSE

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Bankers to the issue ICB Head Office, Dhaka Local Office, Dhaka Chittagong Br. Chittagong Rajshahi Br. Rajshahi Khulna Br. Khulna Barisal Br. Barisal Sylhet Br. Sylhet Bogra Br. Bogra Standard Chartered Bank Mirpur Br. Dhaka Motijheel Br. Dhaka Nasirabad Br. Chittagong Agrabad Br. Chittagong Khulna Br. Khulna Bogra Br. Bogra Sylhet Br. Sylhet National Bank Limited Babubazar Br. Dhaka Banani Br. Dhaka Bangshal Road Br. Dhaka Dhanmondi Br. Dhaka Dilkusha Br. Dhaka Elephant Road Br. Dhaka Foreign Ex. Br. Dhaka Gulshan Br. Dhaka Imamganj Br. Dhaka Islampur Br. Dhaka Jatrabari Br. Dhaka Kawran Bazar Br. Dhaka Lake Circus Br. Dhaka Malibagh Br. Dhaka Mirpur Br. Dhaka Mohakhali Br. Dhaka Mohammadpur Br. Dhaka Motijheel Br. Dhaka New Eskaton Br. Dhaka North Brook Hall Br. Dhaka Pragati Sarani Br. Dhaka Savar Bazar Br. Dhaka Uttara Br. Dhaka ZH Sikdar College Br.Dhaka Tangail Br. Tangail Gazipur Br. Gazipur Narayanganj Br. N’ganj Paglabazar Br. N’ganj Narsingdi Br. Narsingdi Comilla Br. Comilla Agrabad Br. Chittagong Anderkillah Br. Chittagong Chawkbazar Br. Chittatong Jubilee Road Br.Chittagong Khatunganj Br. Chittagong Pahartali Br. Chittagong Sk Mujib Rd. Br.Chittagong Faridpur Br. Faridpur Sylhet Br. Sylhet Feni Br. Feni

Khulna Br. Khulna Sunamgonj Br. Sunamgonj Rangpur Br. Rangpur Bogra Br. Bogra Rajshahi Br.Rajshahi Barisal Br. Barisal Chowmuhani Br. Noakhali Southeast Bank Aganagar Br. Dhaka Agargaon Br. Dhaka Ashulia Br. Dhaka Banani Br. Dhaka Bangshal Br. Dhaka Bashundhara Br. Dhaka Corporate Br. Dhaka Dhanmondi Br. Dhaka Imamganj Br. Dhaka Joypara Br. Dhaka Kakrail Br. Dhaka Mohammadpur Br. Dhaka Mouchack Br. Dhaka Narayanganj Br. Dhaka New Elephant Br. Dhaka New Eskaton Br. Dhaka Pragati Sarani Br. Dhaka Principal Br. Dhaka Sat Masjid Br. Dhaka Savar Br. Dhaka Shaymoli Br. Dhaka Uttara Br. Dhaka Konabari Br. Gazipur Tongi Br. Gazipur Rangpur Br. Rangpur Rajshahi Br. Rajshahi Chowmuhani Br. Noakhali Agrabad Br. Chittagong CDA Avenue Br. Chittagong Halishahar Br. Chittagong Jubilee Road Br.Chittagong Khatunganj Br. Chittagong Madambibir Hat Br. Chittagong Momin Road Br. Chittagong Pahartali Br. Chittagong Cox’s Bazar Br. Cox’sBazar Bogra Br. Bogra Khulna Br. Khulna Barisal Br. Barisal Bashurhat Br. Noakhali Bandar Bazar Br. Sylhet Chouhatta Br. Sylhet Hetimgonj Br. Sylhet Laldighirpar Br. Sylhet Pathantula Br. Sylhet Shahajal Uposhahar Br. Sylhet Moulvibazar Br. Moulvibazar Kulaura Br. Moulvibazar Madabdhi Br. Narshingdi Comilla Br. Comilla Naogaon Br. Naogaon

Feni Br.Feni Chagalnaiya Br. Feni One Bank Limited Banani Br. Dhaka Banasree Br. Dhaka Bangshal Br. Dhaka Dhanmondi Br. Dhaka Elephant Road Br. Dhaka Gulshan Br. Dhaka Imamganj Br. Dhaka Jatrabari Br. Dhaka Kakrail Br. Dhaka Kawran Bazar Br.Dhaka Mirpur Br. Dhaka Motijheel Br. Dhaka Nawabganj Br. Dhaka Principal Br. Dhaka Progati Sharani Br. Dhaka Uttara Br. Dhaka Agrabad Br. Chittagong CDA Avenue Br. Chittagong Jubilee road Br. Chittagong Khatunganj Br. Chittagong Nanupur Bazar Br. Chittagong Bogra Br. Bogra Chandragonj Br. Lakshmipur Cox’sBazar Br. Cox’sBazar Dagon Bhuiyan Br. Feni Feni Br. Feni Ganakbari Br. Savar Islampur Br. Sylhet Jessore Br. Jessore Joypara Br. Dohar Laksham Br. Comilla Narayanganj Br.Narayanganj Raipur Br. Laxmipur Ramganj Br. Laxmipur Sherpur Br. Sherpur Sirajgonj Br. Sirajgonj Sylhet Br. Sylhet Chowmuhuni Br. Noakhali Maijdee Court Br.Noakhali Bank Asia Bashundhara Br. Dhaka Corporate Br. Dhaka Dhanmondi Br. Dhaka Gulshan Br. Dhaka MCB Banani Br. Dhaka Mirpur Br. Dhaka Mitford Br. Dhaka Moghbazar Br. Dhaka Mohakhali Br. Dhaka North South Rd Br. Dhaka Principal office Br. Dhaka Progati Sarani Br. Dhaka Scotia Br. Dhaka Shantinagar Br. Dhaka Uttara Br. Dhaka

Sylhet Main Br. Sylhet Uposhahar Br. Sylhet Bahadderhat Br. Chittagong CDA Avenue Br.Chittagong Kamal Bazar Br. Chittagong Khatunganj Br. Chittagong SK Mujib Rd Br Chittagong Station Road Br. Chittagong Bogra Br. Bogra Ishwardi Branch, Pabna Jessore Br. Jessore Khulna Br. Khulna Rajshahi Br. Rajshahi Dutch-Bangla Bank Ltd Basundhara Br. Dhaka Bandura br. Dhaka Dania Br.Dhaka Dhaka EPZ Br. Dhaka Dhanmondi Br. Dhaka Elephant Road Br. Dhaka Gulshan Br. Dhaka Imamgonj Br. Dhaka Islampur Br. Dhaka Joypara Br. Dhaka Kawran Bazar Br. Dhaka Mirpur Circle 10 Br.Dhaka Mohakhali Br. Dhaka Nababpur Br. Dhaka Naya Bazar Br. Dhaka Rampura Br. Dhaka Ring Road Br. Dhaka Satmosjid Road Br. Dhaka Savar Bazar Br. Dhaka Uttara Br. Dhaka B.B. Road Br. Narayanganj Narayanganj Br. Narayanganj Netaiganj Br. Narayanganj Simrail Br. Narayanganj Agrabad Br. Chittagong CDA Avenue Br.Chittagong Fatikchari Br. Chittagong Halishhar Br. Chittagong Hathazari Br. Chittagong Jubilee Rd Br. Chittagong Kadamtali Br. Chittagong Khatunganj Br. Chittagong Lohagara Br. Chittagong Muradpur Br. Chittagong Patherhat Br. Chittagong Cox’s Bazar Br.Cox’sBazar Bhulta Br. Narayanganj Narayanganj BSCIC Br. N.ganj Beani Bazar Br. Sylhet Biswanath Br. Sylhet Goala Bazar Br. Sylhet Gopalgonj Br. Sylhet Sylhet Br. Sylhet Moulavi Bazar Br. M’Bazar Sremangal Br. M’Bazar

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Board Bazar Br. Gazipur Chowrasta Br. Gazipur Konabary Br. Gazipur Tongi Br. Gazipur Choumuhani Br. Feni Dagonbhuiyan Br. Feni Feni Br. Feni Sonagazi Br. Feni Barisal Br. Barisal Bogra Br. Bogra Manikgonj Br. Manikgonj Saidpur Br. Nilphamary Jessore Br. Jessore Kushtia Br. Kushtia Madaripur Br. Madaripur Khulna Br. Khulna Rangpur Br. Rangpur Pabna Br. Pabna Rajshahi Br. Rajshahi Mymensing Br. Mymensing Chhatak Br. Sunamganj Shajadpur Br. Sirajganj Basurhat br. Noakhali Mirzapur Br. Tangail Comilla Br. Comilla Satkhira Br. Satkhira Narsingdi Br, Narsingdi Baburhat Br. Narsindi Gobindaga Br. Gaibandha Dinajpur Br. Dinajpur Bhairab Br. Bhairab BRAC Bank Asad gate Br. Dhaka Banani Br. Dhaka Bashundhara Br. Dhaka Donia Br. Dhaka Eskaton Br. Dhaka Graphics Building Br. Dhaka Gulshan Br. Dhaka Manda Br. Dhaka Mirpur Br. Dhaka Nawabpur Br. Dhaka

Rampura Br.Dhaka Shyamoli Br. Dhaka Uttara Br. Dhaka Narayanganj Br. Narayanganj Agrabad Br. Chittagong CDA Avenue Br. Chittagong Halishahar Br. Chittagong Kazirdeuri Br. Chittagong Momin Road Br. Chittagong Rajshahi Br. Rajshahi Jessore Br. Jessore Bogra Br.Bogra Barisal Br. Barisal Zindabazar Br. Sylhet Khulna Br. Khulna First Security Islami Bank Azampur Br. Dhaka Banani Br. Dhaka Bangshal Br. Dhaka Banoshree Br. Dhaka Biswa Road Br. Basabo, Dhaka Dhanmondi Br. Dhaka Dilkusha Br. Dhaka Donia Br. Dhaka Gulshan Br. Dhaka Islampur Br. Dhaka Mirpur Br. Dhaka Mohakhali Br. Dhaka Motijheel Br. Dhaka Ring Road Br. Dhaka Savar Br. Dhaka Senanibash Br. Dhaka Topkhana Br. Dhaka Collage Gate Br. Tongi Agrabad Br. Chittagong Andar Killah Br. Chittagong Bohaddarhat Br. Chittagong Hat Hazari Br. Chittagong Jublee Road Br. Chittagong Khatungonj Br. Chittagong Probortak Mor Br. Chittagong Chokoria Br. CoxsBazar

Cox’sBazar Br. CoxsBazar Ambarkhana Br. Sylhet Sylhet Br. Sylhet Taltola Br. Sylhet Rangpur Br. Rangpur Moulvibazar Br. Moulvibazar Jessore Br. Jessore Rajshahi Br. Rajshahi Patuakhali Br. Patuakhali Satkhira Br. Satkhira Bogra Br. Bogra Comilla Br. Comilla Khulna Br. Khulna Potiya Br. Chittagong Shahajal Islami Bank Banani Br. Dhaka Bangshal Br. Dhaka Bijoy Nagar Br. Dhaka Chawkbazar Br. Dhaka College Gate Br. Dhaka Dhaka Main Br. Dhaka Dhanmondi Br. Dhaka Foreign Ex. Br. Dhaka Gulsan South Av. Br. Dhaka Gulshan Br. Dhaka Kawran Bazar Br. Dhaka Mirpur Br. Dhaka Mitford Br. Dhaka Motijheel Br. Dhaka Panthapath Br.Dhaka Satmasjid Road Br. Dhaka Uttara Br. Dhaka Savar Br. Savar Agrabad Br. Chittagong Jubilee Road Br. Chittagong Khatunganj Br. Chittagong Muradpur Br. Chittagong Dargah Gate Br. Sylhet Goala Bazar Br. Sylhet Sylhet Br. Sylhet Comilla Br. Comilla

Eastern Bank Limited Basundhara Br. Dhaka Mirpur Br. Dhaka Motijheel Br. Dhaka Narayanganj Br. Dhaka Principal Br. Dhaka Shamoly Br. Dhaka Agrabad Br. Chittagong Khatunganj Br. Chittagong Bogra Br. Bogra Khulna Br. Khulna Choumuhoni Br. Noakhali Moulvibazar Br. Moulvibazar Rajshahi Br. Rajshahi Savar Br. Savar Jessore Br. Jessore Dhaka Bank Limited Bangshal Br. Dhaka Goran Br. Dhaka Islampur Br. Dhaka Khilgaon Br. Dhaka Mirpur Br. Dhaka Savar Br. Dhaka Cox’s Bazar Br. Cox’sBazar Khulna Br. Khulna Uposhahar Br. Sylhet CDA Avenue Br. Chittagong Comilla Br. Comilla Prime Bank Limited Motijheel Br. Dhaka Gulshan Br. Gulshan, Dhaka Sat Masjid Rd. Br. Dhaka Uttara Br. Uttara, Dhaka Agrabad Branch, Chittagong Jubilee Rd. Br. Chittagong Sylhet Branch, Sylhet Khulna Branch, Khulna Rajshahi Branch, Rajshahi Barisal Branch, Barishal

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SECTION-XII: MATERIAL CONTRACTS & OTHERS

Material Contract a) Underwriting Agreements between the Company and the Underwriters. b) Issue Management Agreement between the Company and Prime Finance & Investment Limited. c) Registrar to the Issue Agreement with Grameen Capital Management Limited The copies of the aforementioned contracts and documents and a copy of Memorandum of Association and Articles of Association of the Company and the Consent Letter from SEC may be inspected, on any working day, during office hours, at the Registered Office of the Company and the Issue Managers. Managers to the issue Prime Finance & Investment Limited, 63, Dilkusha C.A, Dhaka 1000 is acting as the Issue Manager. The Issue Management fee for the Issue Manager shall be 0.5% of the total amount raised through issuance of primary capital by the Issuer through public issue under book building method.

Registrar to the issue Grameen Capital Management Limited, Grameen Bank Bhaban, Mirpur-2, Dhaka-1216 is acting as the registrar to the issue. Commission to the bankers to the issue Commission at the rate of 0.10% of the amount collected will be paid to the Bankers to the Issue for the services to be rendered by them.

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SECTION-XIII: CORPORATE DIRECTORY

Registered and Corporate Office

MJL Bangladesh Limited. Mobil House, CWS (C) 9 Gulshan-1,Dhaka-1212. Bangladesh. Tel:+88(02) 813597-8, 8813661 Fax:+88(02) 9885269

Auditors ACNABIN Chartered Accountants BDBL Bhaban (13th Floor) 12, Karwan Bazar, Dhaka 1215.

Legal Advisor

Dr. M. Zahir Barrister-at-Law Dr. M. Zahir & Associates House # 50 (New) Road # 11A,Dhanmondi, Dhaka-1209.

Manager to the Issue

Prime Finance & Investment Limited 63, Dilkusha C.A, Dhaka-1000

Registrar to the Issue Grameen Capital Management Limited Grameen Bank Bhaban, Mirpur-2, Dhaka-1216

Company’s Compliance Officer Mr. Syed Atiqur Rahman Accounts Controller -F&P

All investors are hereby informed that Mr. Syed Atiqur Rahman Accounts Controller -F&P would be designated as Compliance Officer who will monitor the compliance of the acts, rules, regulations, notifications, guidelines, conditions, orders/directions etc. issued by the Commission and/or stock exchange(s) applicable to the conduct of the business activities of the Company so as to promote the interest of the investors in the security issued by the Company, and for redressing investors’ grievances.

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Auditor’s Report

To the Shareholders of MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited)

We have audited the accompanying financial statements of MJL Bangladesh Limited (Formerly Mobil Jamuna

Lubricants Limited) which comprise the statements of financial position as at 31 March 2010, comprehensive

income, changes in equity and cash flow statement, for the period from 01 January 2010 to 31 March 2010 and a

summary of significant accounting policies and other explanatory information.

Management Responsibilities for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards as well as Bangladesh Accounting Standards where applicable, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) as at 31 March 2010, and its financial performance and its cash flows for the period from 01 January 2010 to 31 March 2010 in accordance with Bangladesh Financial Reporting Standards and comply with the Companies Act 1994, Securities and Exchange Rules 1987 and other applicable laws and regulations.

We also report that:

(a) our examination and checking of records, relevant books of accounts, registers, schedules and financial statements were sufficient to enable us to form an informed and assessed opinion on the authenticity and accuracy of the financial statements;

77

(b) we have obtained all the information, explanations and documents as required by us;

(c) the company’s management has followed relevant provisions of laws and rules in managing the affairs of the company. Proper books of accounts, records and other statutory books have been properly maintained;

(d) the Statement of financial position and comprehensive income are in agreement with the said books of account maintained by the company and examined by us; and

(e) the expenditure incurred and payments made were for the purpose of the company’s business for the year.

Dhaka, 29 April 2010

Sd/-

ACNABIN Chartered Accountants

78

31.03.2010 31.12.2009Taka Taka

ASSETS

Property, Plant and Equipments 3 727,153,566 729,575,801 Intangible assets 4 1,561,270 1,594,007 Capital Work-in Progress 5 342,836,911 121,679,139 Total Non-Current Assets 1,071,551,747 852,848,947

Inventories 6 738,512,593 911,608,552 Receivables 7 92,969,274 83,396,467 Advances, deposits and prepayments 8 38,021,869 60,091,133 Advance income tax 280,272,205 266,030,100 Investments 9 397,629,751 484,876,305 Cash and cash equivalents 10 102,953,394 122,557,525 Total Current Assets 1,650,359,087 1,928,560,082

Total Assets 2,721,910,834 2,781,409,029

EQUITY AND LIABILITIESEquity

Share capital 11 1,403,200,000 1,403,200,000 Retained Earnings 12 244,269,225 120,390,653 Total Equity 1,647,469,225 1,523,590,653

Liabilities

Deferred Tax Liabilities 13 110,088,903 110,851,587 Total Non-Current Liabilities 110,088,903 110,851,587

Short term loan 14 588,334,779 712,147,858 Bank Overdraft 15 - 9,714,632 Sundry creditors 16 20,997,266 69,606,115 Provision for income tax 17 294,404,279 271,525,881 Other liabilities 18 60,616,383 83,972,303 Total Current Liabilities 964,352,706 1,146,966,789 Total Liabilities 1,074,441,609 1,257,818,376 Total Equity and Liabilities 2,721,910,834 2,781,409,029

Net Asset Value (NAV) 24.2 11.73 10.85

The annexed notes form an integral part of the Statement of Financial Position.

Sd/- Sd/- Sd/- Sd/-Chairman Managing Director Chief Financial Officer Company Secretary

This is the Statement of Financial Position referred to in our separate report of even date.

Sd/-Dhaka, ACNABIN29 April 2010 Chartered Accountants

Note

(Formerly Mobil Jamuna Lubricants Limited) MJL Bangladesh Limited

Statement of Financial Position As of 31 March 2010

79

January to March 2009

Manufacturing Trading Unit Unit

Sales 19 457,431,234 531,399,242 988,830,476 763,193,745 Less: Cost of goods sold 20 322,551,470 440,664,378 763,215,849 594,892,116 Gross profit 134,879,764 90,734,864 225,614,627 168,301,629 Add: Other income 21 3,969,102 4,610,885 8,579,986 1,184,954

138,848,865 95,345,748 234,194,614 169,486,583

Less: Administrative and selling expenses 22 20,154,789 23,413,820 43,568,609 27,532,947 Financial charges 23 9,081,612 10,550,105 19,631,717 21,381,595

29,236,401 33,963,925 63,200,326 48,914,542 Profit before tax 109,612,464 61,381,823 170,994,288 120,572,040 Less: Provision for Income Tax: 2.7

Current tax 30,691,490 17,186,911 47,878,401 33,760,171 Deferred tax 13 (762,684) - (762,684) -

29,928,806 17,186,911 47,115,716 33,760,171 Net Profit after Tax 79,683,659 44,194,913 123,878,572 86,811,869

Other Comprehensive Income - - - -

Total Comprehensive Income 79,683,659 44,194,913 123,878,572 86,811,869

Earning per share (EPS) 24 0.88 0.62

Earning per share (EPS)-Annualized 24.1 3.53 2.47

The annexed notes form an integral part of the Statement of Comprehensive Income.

Gross Profit Ratio 29.49% 17.07% 22.82% 22.05%

Sd/- Sd/- Sd/- Sd/-Chairman Managing Director Chief Financial Officer Company Secretary

This is the Statement of Comprehensive Income referred to in our separate report of even date.

Sd/-Dhaka, ACNABIN29 April 2010 Chartered Accountants

TotalNote


Total


Statement of Comprehensive IncomeFor the period from January to March 2010

(Amount in Taka)

(Formerly Mobil Jamuna Lubricants Limited)

80


Statement of Changes in EquityFor the period from January to March 2010

Share EquityCapital (Total)

Balance at 01 January 2009 350,800,000 - 141,395,601 775,843,262 1,268,038,863 Total Comprehensive Income for the period - - - 86,811,868.98 86,811,869 Dividend Declared for 2008 - 87,700,000 - (87,700,000) - Dividend paid for the year 2008 - (87,700,000) - - - Balance at 31 March 2009 350,800,000 - 141,395,601 774,955,131 1,354,850,732

Balance at 01 January 2010 1,403,200,000 - - 120,390,653 1,523,590,653 Total Comprehensive Income for the period - - - 123,878,572 123,878,572 Balance at 31 March 2010 1,403,200,000 - - 244,269,225 1,647,469,225


ParticularsTax Holiday

Reserve

(Figures in Taka)

ProposedDividend

Retained Earnings

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MJL Bangladesh Limited(Formerly Mobil Jamuna Lubricants Limited)

For the period from January to March 2010



Taka TakaA. Cash flows from operating activities:

Cash received from Sales 19 988,830,476 763,193,745 Payroll and other payments to employees 25 (19,122,327) (14,566,058) Payment to Suppliers 26 (575,183,203) (74,241,358) Payment for Admin & Selling Expenses 27 (102,204,695) (74,644,108) Finance Expenses Paid 28 (17,011,380) (21,381,595) Income Tax Paid 29 (39,242,111) (30,812,234) Net cash flow from operating activities 236,066,759 547,548,393

B. Cash flows from investing activities:

Payment against Capital Work-in Progress (221,157,772) (3,491,621) Encashment of FDR/(Investment in FDR) 87,246,554 18,077,000 Acquisition of fixed assets (5,233,588) (580,000) Financial Income received 30 17,001,626 34,474,108 Net cash flow from investing activities (122,143,179) 48,479,487

C. Cash flows from financing activities:

Dividend paid - (87,700,000) Short term loan (123,813,079) (327,250,484) Obligation under finance lease - (2,384,311) Bank Overdraft (9,714,632) (146,513,005) Net cash used in financing activities (133,527,711) (563,847,800)

D. Net Cash (Deficit)/Surplus for the year (A+B+C) (19,604,131) 32,180,080 E. Cash & Cash Equivalents at beginning of the period 122,557,525 90,192,096 F. Cash & Cash Equivalents at end of the period/year 102,953,394 122,372,176

Net Operating Cash Flow Per Share (NOCFPS) 24.3 1.68 3.90

Net Operating Cash Flow Per Share (NOCFPS) - Annualized 24.4 6.73 15.61

Note

Cash Flow Statement

82


Notes to the Financial StatementsFor the period from January to March 2010

1. Background of the company

2. Significant accounting policies

2.1 Basis of accounting

2.2 Reporting period

2.3

2.4 Inventories

2.5 Property, Plant & Equipment

2.6 Intangible Assets

2.7 Capital work in progress

Inventories are valued in accordance with Bangladesh Accounting Standard-2: Inventories i.e. at cost or estimated netrealizable value whichever is lower. The cost of inventories includes expenditure for acquiring the inventories and bringingthem to their existing location and condition. Net realizable value is estimated upon selling price in the ordinary course ofbusiness less estimated cost of completion of considering the selling. When the inventories are used, the carrying amountof those inventories are recognized in the year in which the related revenue is recognized.

Revenue recognition

Mobil Jamuna Lubricants Limited was incorporated on 3 December 1998 as a private limited company. The company wentinto commercial operations on 20 May 1999. Trial production of the lube oil blending plant commenced on 9 May 2003.Commercial production commenced on 2 July 2003. During the period, the company was in the business of blending andmarketing of lubricants and greases. The Company converted into Public Limited Company on 03 December 2009 andchanged its name to MJL Bangladesh Limited. The address of the registered office of the company is Mobil House, CWS(C) 9, Gulshan-1, Dhaka-1212.

The financial statements have been prepared in accordance with the International Financial Reporting Standards adoptedin Bangladesh, Companies Act 1994, Securities & Exchange Rules 1987 and other related rules & regulations as applicable.

The financial period of the company covers three months from 01 January to 31 March.

Capital work in progress is reported on the basis of the report prepared by the construction company.

As per policy, assets purchased at unit value exceeding Tk.204,000 (equivalent to USD 3,000) are capitalised.Depreciation is provided on straight line method and charged at normal rate (s) of 2% to 20% for additions from themonth of acquisition. No depreciation is charged in the month of disposal or adjustment. No depreciation is charged forland and capital work in progress.

Revenue represents the invoice value of goods supplied to customers during the period. Revenue from sale of goods isrecognized in the income statement when the significant risks and rewards of ownership have been transferred to thebuyer. Sales are recognized when delivery certificate is raised against confirmed orders. Sales in these accounts are statedas per Net Realization Value.

Intangible asset is stated at cost less accumulated amortization using straight-line method. Intangible assets include costof acquisition of ERP software named Lubes Enterprise Information System (LENISYS) purchased from Technovista asLocal vendor. These are amortized over a period of fifteen years statrting from the month of acquisition irrespective of itspurchases date.

83

2.8 Foreign Currency Transaction

2.9 Taxation

Current Tax:

Deferred Tax:

2.10 Allocation of common costs between trading and manufacturing units

2.11 Gratuity & Provident Fund

2.12 Leased assets

2.13 Earning per share

Diluted earnings per share:

2.14 Statement of Cash flows

No diluted EPS is required to be calculated for the period as there was no scope for dilution during the period under audit.

Basic earnings:

Statement of cash flows is prepared principally in accordance with BAS-7: Statement of Cash Flows and the cash flowsfrom operating activities have been presented under direct method as per part III of Securities & Exchange Rules 1987.

This represents earnings for the period attributable to the ordinary shareholders. As there was no preference dividend,minority interest or extra ordinary items, the net profit for the period has been considered as fully attributable to ordinaryshareholders. Basic earnings per share has been calculated by dividing the net profit or loss by the number of ordinaryshares outstanding during the period. Computation of number of ordinary shares are required as number of sharesoutstanding has been changed during the period.The basic EPS for First Quarter 2009 has been restated by the current Share Capital.

Foreign currency transaction have been translated into BDT at the exchange rates rulling at the transaction dates.Monetary assets and liabilities denominated in foreign currencies are translated at prevailing rates rulling at the Financialposition date. Non minority assets and liabilities denominated in foreign currencies, which are related at historical cost, aretranslated into Bangladesh Taka at the exchange rate rulling at the date of transactions. Foreign exchange fluctuationgains/losses are charged to statement of Comprehensive Income for the respective period.

The company calculates Earning Per Share (EPS) in accordance with BAS-33: Earnings Per Share, which has been shownat the bottom of The Statement of Comprehensive Income and the computation of EPS is stated in note # 24.

Common costs from 01 January 2010 to 31 March 2010 have been allocated between trading and manufacturing units onthe basis of proportionate sales revenue.

Income Tax @ 37.5% is payable on net profit before tax. For trading business the company is assessed under theprovision of section 82C of the Income Tax Ordinance 1984. According to this provision, all income taxes paid at source,under certain sections of the Ordinance, will be treated as final discharge of the income tax liability of the company.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statementsand the corresponding tax bases used in the computation of taxable profit, and are accounted for using the balance sheetmethod in accordance with the provision of BAS-12:Income Taxes. No deferred tax is calculated on trading unit as taxassessment is made under section 82(c) as final discharges. Tax rate prevailing at the balance sheet date is used todetermine deferred income tax.

The company introduced Gratuity and contributory Provident Fund Scheme from September 2009.

Lease transactions have been classified based on the extent to which risks and rewards incident to ownership of the assetslie with the lessor/lessee. According to this classification, all lease transactions have been identified as finance lease, as per BAS # 17: Leases.

84

2.15 Event after Reporting date

2.16 Provisions

2.17 General

i. Figures have been rounded off to the nearest Taka.

iii. The number of employees drawing Tk.3,000 or more per month during the period was 95.

3. Property, Plant & Equipments 31.03.2010 31.12.2009A. Cost Taka Taka

i) Own Assets

Opening Balance 925,433,687 704,327,032 Add: Addition during the period/year 5,233,588 209,371,155

930,667,275 913,698,187 Add: Transferred from Leased Assets during the period/year - 11,735,500

930,667,275 925,433,687

ii) Leased Assets

Opening Balance - 11,735,500 Add: Addition during the period/year - -

- 11,735,500 Less: Transferred to fixed assets during the period/year - (11,735,500) Total Cost - -

Total (A) 930,667,275 925,433,687

B. Accumulated Depreciation

i) Own AssetsOpening Balance 195,857,886 158,491,610 Add: Charged during the period/year 7,655,822 30,273,630

203,513,709 188,765,240 Add: Transferred from Leased Assets - 7,092,646 Total Own Assets 203,513,709 195,857,886

ii) Leasehold AssetsOpening Balance - 7,092,646 Add: Charged during the period/year - -

- 7,092,646 Less: Transferred during the period/year - 7,092,646 Total Leased Assets - - Total (B) 203,513,709 195,857,886

C. Written Down Value (A-B) 727,153,566 729,575,801

A Schedule of Property, Plant & Equipments is given in Annexure-A.

ii. Previous period's/year's figures have been rearranged wherever considered necessary to conform to the currentperiod's presentation.

A provision is recognized on the date of Financial Positions if, as a result of past events, the company has a present legalobligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settlethe obligation.

All material events occurring after the Reporting date are considered and where necessary, adjusted for or disclosed

85

4. Intangible AssetsA. Cost

Opening Balance 1,963,228 1,963,228 Add: Addition during the period/year - - Total Cost (A) 1,963,228 1,963,228

B. Accumulated Depreciation

i) Own AssetsOpening Balance 369,221 238,274 Add: Charged during the period/year 32,737 130,947

401,958 369,221 Total Accumulated Depreciation (B) 401,958 369,221

C. Written Down Value (A-B) 1,561,270 1,594,007

A Schedule of Intangible Assets is given in Annexure-B.

5. Capital Work in Progress

Opening balance 121,679,139 10,317,698 Add: Addition during the period/year 221,157,772 111,361,441

342,836,911 121,679,139

5.1

6. Inventories

Raw materials (Note: 6.1) 171,437,412 198,729,400 Finished goods (Note: 6.2) 283,092,948 469,029,095 Goods in transit (Note: 6.3) 283,982,233 243,850,056

738,512,593 911,608,552

6.1 Raw materialsKgs.

Opening balance 1,546,939 198,729,400 89,288,797 Add: Purchase during the period 2,306,940 208,341,131 925,565,382

3,853,879 407,070,532 1,014,854,179 Less: Consumption during the period 2,289,356 235,633,120 816,124,778

1,564,523 171,437,412 198,729,400

6.2 Finished goodsLtrs.

Opening balance 3,200,058 469,029,095 668,638,116 Add: Purchase during the period 4,366,363 577,776,687 1,161,322,144

7,566,421 1,046,805,782 1,829,960,260 Less: Consumption during the period 5,324,761 763,712,834 1,360,931,165

2,241,660 283,092,948 469,029,095

6.3 Goods in transit

Opening balance 243,850,056 308,760,309 Add: Addition during the period 784,338,301 255,851,226

1,028,188,357 564,611,535 Less: Transferred during the period 744,206,124 320,761,479

283,982,233 243,850,056

7. Receivables

Receivable from Mobil Jamuna Fuels Limited 32,186,650 23,538,261 Other receivables (Note: 7.1) 60,782,625 59,858,206

92,969,274 83,396,467

Capital Work in Progress consists of acqisition of Land, preparation of Ware House in Dhaka, Chittagong, Tongi and also installation of Grease Plant in Chittagong.

86

7.1 Other Receivables

Accrued Interest Receivable 24,145,525 32,567,165 Receivable 23,883,610 17,961,207 Bank Guarantee Margin 12,753,490 9,329,834

60,782,625 59,858,206

8. Advances, deposits and prepayments

Advance to employees 2,648,193 3,004,579 Advance to suppliers 24,772,086 22,159,502 Prepaid expenses 3,653,235 3,259,137 Security deposits 628,500 628,500 VAT rebate receivables 6,319,855 31,039,416

38,021,869 60,091,133

87

31.03.2010 31.12.20099. Investment Taka Taka

Investments on Fixed Deposit (Note: 9.1) 297,630,757 384,877,311 Investments on Mutual Funds (Note: 9.2) 50,000,000 50,000,000 Investments on Bonds (Note: 9.3) 49,998,994 49,998,994

397,629,751 484,876,305

9.1 Investments in Fixed Deposit

33,381,773 33,381,773 33,264,414 33,264,414 2,000,000 - 2,000,000 - 2,000,000 -

Hongkong and Shanghai Banking Corporation Ltd. - 30,691,875 - 15,000,000

74,515,821 66,585,500 - 55,485,000

39,173,750 39,173,750 44,410,000 44,410,000 44,500,000 44,500,000 22,385,000 22,385,000

297,630,757 384,877,311

9.2 Investments in Mutual Funds

Investment in Prime Bank 1st ICB AMCL Mutual Fund 50,000,000 50,000,000

9.3 Investments in Bonds

Investment in ACI 20% Convertible Zero Coupon Bond 49,998,994 49,998,994

9.4

10. Cash and Cash Equivalent

Cash in hand 15,553,220 16,718,429 Cash at bank (Note: 10.1) 87,400,174 105,839,096

102,953,394 122,557,525

10.1 Cash at bank

Hongkong and Shanghai Banking Corporation Ltd.-CD 50,264,931 23,588,191 Hongkong and Shanghai Banking Corporation Ltd.-STD 7,654,417 8,278,845 Hongkong and Shanghai Banking Corporation Ltd.-USD 5,266,496 4,377,927 Standard Chartered Bank-STD 10,313,791 13,418,744 Standard Chartered Bank-USD 50,526 50,526 Trust Bank Ltd.-CD 111,589 501,806 Commercial Bank of Ceylone PLC -STD 57,818 396,685 Dhaka Bank Ltd.-STD 177,060 177,060 Prime Bank Ltd. -CD 5,018,649 99,305 Premier Bank Ltd. -CD 969,816 969,816 CITI Bank NA-CD 7,272,910 53,752,503 CITI Bank NA-STD 223,809 223,808 AB Bank Ltd.-CD 18,362 3,882

87,400,174 105,839,096

Dhaka Bank Ltd.

Name of the Bank

Prime Bank Ltd.-do-

-do-

-do-

Bank Name & A/c Type

-do-

Investments have valued at Costs. Investment in Mutual funds has been locked for six months which has expired on 06March 2010.

-do-

-do--do--do-

Delta Brac Housing Ltd.IDLC Finance Ltd.

88

31.03.2010 31.12.200911. Share capital Taka Taka

Authorised:1,000,000,000 ordinary shares of Tk.10 each 10,000,000,000 10,000,000,000

Issued, called and paid-up:26,330,000 ordinary shares of Tk.10 each fully paid-up in cash 263,300,000 263,300,000

1,052,400,000 1,052,400,000

87,500,000 87,500,000

1,403,200,000 1,403,200,000

Details of shareholdings are as under:

Name of the shareholder No. of share % of holding

EC Securities Limited 105,220,000 74.985 1,052,200,000 1,052,200,000 Jamuna Oil Company Limited 35,080,000 25.000 350,800,000 350,800,000 Parkesine Products Ltd. 4,000 0.003 40,000 40,000 Azam J. Chowdhury 4,000 0.003 40,000 40,000 Marina Yasmin Chowdhury 4,000 0.003 40,000 40,000 Tanjil Chowdhury 4,000 0.003 40,000 40,000 Dilruba Chowdhury 4,000 0.003 40,000 40,000

140,320,000 100 1,403,200,000 1,403,200,000

Slab wise number of shares No. of shareholders No. of shares % of holding % of holding

From 500 to 5,000 5 20,000 0.01 0.01 Above 1,000,000 2 140,300,000 99.99 99.99

7 140,320,000 100 100

12. Retained Earnings

Opening retained earnings 120,390,653 775,843,262 Add: Net profit after tax during the period/year 123,878,572 343,251,789

244,269,225 1,119,095,052 Add:Tax Holiday Reserve transferred - 141,395,601

244,269,225 1,260,490,653 Less: Dividend paid for the year 2008 - 87,700,000

244,269,225 1,172,790,653

- 1,052,400,000

244,269,225 120,390,653

12.1 Tax holiday reserve

Opening Balance - 141,395,601 Add: Current period's Retained Earnings -

- 141,395,601 Less: Transfer to Retained Earnings - (141,395,601)

- -

12.2

Less: Transfer for declaration of Interim Stock dividend for the 2009;3 bonus shares for 1 existing share

8,750,000 ordinary shares of Tk.10 each fully paid-up for considerationother than cash

Tax holiday reserve was created using appropriate rate of income as determined by the Income Tax Ordinance 1984 u/s46A. The company has enjoyed tax holiday benefit for lube oil blending plant for five years commencing from 1 July 2003which has expired on 30 June 2008 and subsequently the balance has been transferred to Retained Earnings.

105,240,000 ordinary shares of Tk.10 each fully paid-up for Stock Dividend

89

31.03.201013. Deferred Tax Liabilities Taka

Property Plant and Equipment-Own 418,495,663 123,632,123 294,863,540 Intangible Assets 780,635 670,534 110,101 Gratuity (1,403,234) - (1,403,234) Temporary difference 417,873,064 124,302,657 293,570,408

Applicable Rate 37.5%

Deferred Tax Liability/(Asset) as on 31 March 2010 110,088,903

Deferred Tax Liability/(Asset) as on 31 March 2010 110,088,903 Deferred Tax Liability/(Asset) as on 31 December 2009 110,851,587 Deferred Tax Income for the Quarter ended 31 March 2010 (762,684)

31.12.2009Taka

Manufacturing unit - Property Plant and Equipment 425,233,655 130,075,113 295,158,542 Intangible Assets 797,003 687,727 109,276 Gratuity (1,178,708) - (1,178,708)

424,851,950 130,762,840 294,089,110 Trading Unit

Property Plant and Equipment-Own 9,743,591 8,067,222 1,676,370 Intangible Assets 797,003 687,727 109,276 Gratuity (270,524) - (270,524)

10,270,070 8,754,949 1,515,122 Total Temporary difference 295,604,232

Applicable Rate 37.50%

Deferred Tax Liability/(Asset) as on 31 March 2010Manufacturing unit 110,283,416 Trading Unit 568,171

Total 110,851,587

31.03.2010 31.12.200914. Short term loan Taka Taka

Loan against trust receipt:

The Hong Kong and Shanghai Banking Corporation Limited 30,154,346 83,419,474 Standard Chartered Bank 2,339,917 174,182,310 Citibank NA - 57,588,159

32,494,264 315,189,943

Other facilities (revolving loan and post import financing):

The Hong Kong and Shanghai Banking Corporation Limited 180,840,515 119,957,914 Standard Chartered Bank 85,000,000 - Citibank NA - 277,000,000 Commercial Bank of Ceylon Limited 290,000,000 -

555,840,515 396,957,914 588,334,779 712,147,858

The interest and security details of these facilities are as follows:

Sl. Type of facility Interest rate (%) Nature of security

a. Loan against Trust Receipts 11.00 p.a. * Promissory note and letter of continuation.* Registered first charge over stocks and book debts

b. 7.59 - 11.00 p.a. on pari-passu basis.Other facilities (revolving loan andpost import financing)

Sub Total

Tax Base

Tax BaseTaxable/ (Deductable) Temporary Difference

Carrying Amount

Sub Total

Taxable/ (Deductable) Temporary Difference

Carrying Amount

90

15. Bank Overdraft 31.03.2010 31.12.2009Taka Taka

Standard Chartered Bank - 9,713,932 Citibank N.A. - 700

- 9,714,632

16. Sundry creditors

Accounts payable 20,311,262 68,920,111 Payable to Exxon Mobil Oil Hong Kong Pte. Limited 17,449 17,449 Payable to Mobil Oil Australia Pty. Limited 668,554 668,554

20,997,266 69,606,115

17. Provision for income tax

Opening Balance 271,525,884 244,313,967 Add: Provision during the period/year 47,878,401 201,406,536

319,404,285 445,720,503 Less: Payment/Adjustment during the period/year 25,000,006 174,194,622

294,404,279 271,525,881

18. Other liabilities

Exxon Mobil Asia Pacific Pte. Limited-blending fee 44,519,829 36,853,494 Payable to ECSL & Exxon Mobil - 11,096,420 Tax payable-deduction from suppliers 821,037 58,843 VAT payable-deduction from suppliers 129,757 131,652 Interest on Loan against Trust Receipts and Short Term Loan 3,532,646 912,310 Gratuity Payable 2,652,049 1,449,232 Salary Payable 499,880 - Accruals of operating expenses 8,461,184 33,470,352

60,616,383 83,972,303

91

19. Sales

01 January 2009 to 31 March

2009Trading Unit

Tax holiday Taxable Taxable

Lubricants - 523,430,262 601,807,685 1,125,237,946 874,566,399 Less: VAT - 65,999,028 70,408,443 136,407,470 111,372,654

- 457,431,234 531,399,242 988,830,476 763,193,745

Lubricants (Excluding VAT) -

Locally Blended Lubricants local sales 451,760,170 - 451,760,170 417,494,320 Imported Lubricants local Sales - 512,420,479 512,420,479 340,951,669 Export Sales of Lubricants 5,671,064 18,978,762.60 24,649,826 4,747,756

457,431,234 531,399,242 988,830,476 763,193,745


2010


2009Taka Taka

20. Cost of Goods Sold

Manufacturing Unit:

Opening stock of raw material 198,729,400 89,288,797 Add: Purchase 208,341,132 181,663,749

407,070,531 270,952,546 Less: Closing stock 171,437,412 63,863,665 Raw material used in production 235,633,120 207,088,881 Overhead and operating expenses (Note: 20.1) 53,454,401 54,625,806 Cost of goods manufactured 289,087,521 261,714,686 Add: Opening stock of finished goods 120,334,697 224,780,476 Locally blended lubes available for sale 409,422,217 486,495,162 Less: Closing stock of finished goods 86,870,747 153,836,188

322,551,470 332,658,974 Trading unit:

Opening stock 348,693,370 443,857,640 Add: Purchase 288,193,209 60,658,552

636,886,579 504,516,193 Less: Closing stock 196,222,201 242,283,051 Consumption 440,664,378 262,233,142

763,215,849 594,892,116

20.1 Overhead and operating expenses

The following figures are directly connected to production

Packing materials 26,813,479 31,544,349 Exxon Mobil Asia Pacific Pte. Limited-blending fee 8,432,969 7,695,861 Depreciation 5,700,691 5,768,487 Consumable spares 2,528,781 - Factory expenses 2,356,590 3,520,819 Employee compensation 2,781,033 2,277,730 Gratuity Expenses 223,344 - Traveling expenses 75,888 113,242 Employee meal reimbursement 129,623 82,062 Daily refreshments 86,846 16,361 Training 57,322 208,771 Utilities 506,040 498,776 Postage 27,922 25,077 Printing and stationery 107,406 194,402 Maintenance and repairing expenses 2,274,474 1,186,547 Govt Fees & Charges 3,950 - Jetty usage charges 120,000 140,960 Contract labour 580,348 415,601 Insurance expenses 645,565 934,884 Periodical and magazine 2,130 1,877

53,454,401 54,625,806

(Figures are in Taka)

Manufacturing Unit Total Total

01 January 2010 to 31 March 2010

92

21. Other Income 01 January 2009 to 31 March 2009

Manufacturing Trading Unit unit

Interest on deposit 3,969,102 4,610,885 8,579,986 1,184,954

22. Administrative and selling expenses

Employee compensation 5,408,100 6,282,588 11,690,688 10,149,381 Provident Fund - Employer's Contribution 339,774 394,716 734,490 - Gratuity Expenses 453,103 526,370 979,473 - Directors' Fees (Note: 22.2) 47,879 55,622 103,501 116,500 Traveling Expenses 1,254,802 1,457,703 2,712,505 1,725,051 Entertainment 184,768 214,645 399,413 362,818 Employee training and welfare 223,506 259,647 483,153 1,569,059 Transportation, storage and handling 3,639,103 4,227,543 7,866,646 4,123,778 Utilities 366,239 425,461 791,700 655,498 Telephone, cable and postage expenses 577,242 670,583 1,247,825 605,446 Membership/Subscription fees 2,023,787 2,351,033 4,374,820 181,252 Govt Fees & Charges 118,902 138,129 257,031 1,350 Office supplies 1,126,647 1,308,827 2,435,474 1,034,751 Rent for property 198,343 230,415 428,758 591,379 Legal and professional fees 154,612 179,614 334,226 105,000 Other contract services 1,738,885 2,020,062 3,758,947 1,606,846 Insurance expenses 293,703 341,195 634,898 153,616 Advertisement and publications 965,003 1,121,044 2,086,047 2,710,003 Foreign exchange loss/(gain) 120,805 140,340 261,145 845 Depreciation 919,586 1,068,283 1,987,869 1,840,374

20,154,789 23,413,820 43,568,609 27,532,947

22.1 Salaries & compensations

Allocated To:

Overhead and operating expenses

Employee compensation 3,004,377 2,277,730 Contract Labor 580,348 -

3,584,725 2,277,730 Administrative and selling expenses

Employee compensation 13,404,651 10,149,381 Contract Labor 3,758,947 - Directors' Fees 103,501 116,500

17,267,099 10,265,881 20,851,824 12,543,611

22.2 Directors' Fees consist of fees for attending BOD meeting.

23. Financial Charges

Interest on short term loan 9,038,049 10,499,497 19,537,546 19,755,873 Bank charges 43,563 50,607 94,170 1,625,722

9,081,612 10,550,105 19,631,717 21,381,595

24. Earnings per share (EPS)

Net profit after tax (Numerator) 123,878,572 86,811,869 Number of ordinary shares outstanding (Denominator) 140,320,000 35,080 Earnings per share (EPS) 0.88 2,474.68

Restated:

Net profit after tax (Numerator) 86,811,869 Number of ordinary shares outstanding (Denominator) 140,320,000 Earnings per share (EPS) 0.62

24.1 Earning Per Share (Annualized) 3.53 2.47

Total Total


93

31.03.2010 31.12.200924.2 Net Asset Value (NAV) Taka Taka

Net Assets (Total Assets - intrangible Assets-Liabilities) 1,645,907,954 1,521,996,646 Number of ordinary shares outstanding (Denominator) 140,320,000 35,080 Net Asset Value ( NAV ) per share 11.73 43,386.45

Restated:

Net Assets (Total Assets - intrangible Assets-Liabilities) 1,521,996,646 Number of ordinary shares outstanding (Denominator) 140,320,000 Net Asset Value ( NAV ) per share 10.85



Taka Taka

24.3 Net Operating Cash Flows Per Share (NOCFPS)

Net Operating Cash Flows 236,066,759 547,548,393 Number of ordinary shares outstanding (Denominator) 140,320,000 140,320,000 Net Asset Value ( NAV ) per share 1.68 3.90

24.4 Net Operating Cash Flows Per Share (NOCFPS) - Annualized 6.73 15.61

25. Payroll and other payments to employees

Payroll

Cost of Goods Manufactured

Employees' compensation 3,004,377 2,277,730 Contract labour 580,348 415,601

3,584,725 2,693,331

Admin & selling Expenses

Employees' compensation 13,404,651 10,149,381

Directors' remuneration 103,501 116,500

Other contract services 3,758,947 1,606,846

17,267,099 11,872,727

20,851,824 14,566,058

Less:Gratuity 1,202,817 -

Salary Payable 499,880 -

Accrued Contract Labour 26,800 -

1,729,497 -

19,122,327 14,566,058

26. Cash Paid to Suppliers for Raw Materials:

Opening Balance of Creditors & Other Liabilities (Note: 26.1) 119,195,756 132,826,719 Add: Expenses during the year (Note: 26.2) 709,761,447 540,266,310

828,957,204 673,093,029 Less: Closing Closing Sundry creditors and other liabilities (Note: 26.3) 69,119,938 91,849,887

759,837,265 581,243,142 Less: Opening Inventory (Note: 6) 911,608,552 1,066,687,222

(151,771,287) (485,444,080) Add: Closing Inventory (Note: 6) 738,512,593 654,088,596

586,741,307 168,644,516 Less: Opening Accounts Receivable, Advances, deposits and prepayments (Note: 26.4) 79,287,144 160,519,522

507,454,162 8,124,994 Add: Closing Accounts Receivable, Advances, deposits and prepayments (Note: 26.5) 67,729,041 66,116,364

575,183,203 74,241,358

94

26.1 Opening Balance of Accrual - Creditors & Other Liabilities

Sundry creditors

Accounts payable 68,920,111 30,964,594 Payable to Mobil Oil Australia Pty Limited-Oil testing fees 668,554 668,554 Payable to ExxonMobil Oil Hong Kong Pte. Limited 17,449 17,449

69,606,115 31,650,597 Other liabilities

ExxonMobil Asia Pacific Pte. Limited-blending fee 36,853,494 85,398,648 Payable tp ECSL & Exxon Mobil 11,096,420 11,096,420 Tax payable-deduction from suppliers 58,843 4,590,202 VAT payable-deduction from suppliers 131,652 90,852 Gratuity Fund 1,449,232 -

49,589,641 101,176,122 119,195,756 132,826,719

26.2 Expenses during the year

Cost of Goods Sold 763,215,849 594,892,116 Less: Overhead and operating expenses 53,454,401 54,625,806

709,761,447 540,266,310

31.03.2010 31.12.2009Taka Taka

26.3 Closing Sundry creditors and other liabilities

Sundry creditors

Accounts payable 20,311,262 18,827,849 Payable to Mobil Oil Australia Pty Limited-Oil testing fees 668,554 668,554 Payable to ExxonMobil Oil Hong Kong Pte. Limited 17,449 17,449

20,997,266 19,513,852 Other liabilities

ExxonMobil Asia Pacific Pte. Limited-blending fee 44,519,829 55,199,527 Payable tp ECSL & Exxon Mobil - 11,096,420 Tax payable-deduction from suppliers 821,037 5,947,503 VAT payable-deduction from suppliers 129,757 92,584 Gratuity Fund 2,652,049 -

48,122,672 72,336,035 69,119,938 91,849,887

26.4 Opening Accounts Receivable, Advances, deposits and prepayments

Accounts receivable

Receivables 26,088,226 69,966,799 26,088,226 69,966,799

Advances, deposits and prepayments

Advance to suppliers 22,159,502 8,552,881 VAT rebate receivable 31,039,416 81,999,842

53,198,918 90,552,723 79,287,144 160,519,522

26.5 Closing Accounts Receivable, Advances, deposits and prepayments

Accounts Receivable

Receivables 36,637,100 15,646,615 36,637,100 15,646,614

Advances, deposits and prepayments

Advance to suppliers 24,772,086 18,625,900 VAT rebate receivable 6,319,855 31,843,849

31,091,941 50,469,749 67,729,041 66,116,364

95

27. Cash Paid for Admin & Selling Expenses

Opening Provision for operating expenses 33,470,352 4,418,346 Add: Expenses during the year (Note: 27.1) 68,482,627 59,951,097

101,952,979 64,369,443 Less: Closing provision for operating expenses 8,434,384 (2,738,973)

93,518,596 67,108,416 Less: Opening Accounts Receivable, Advances, deposits and prepayments (Note: 27.2) 30,430,477 25,705,249

63,088,118 41,403,167 Add: Closing Accounts Receivable, Advances, deposits and prepayments (Note: 27.3) 39,116,577 33,240,940

102,204,695 74,644,108

27.1 Expenses during the year

Total Expenses 97,023,010 82,158,753 Less: Depreciation 7,655,822 7,608,861 Less: Amortization 32,737 32,737

89,334,451 74,517,155 Less: Employees compensation 20,851,824 14,566,058

68,482,627 59,951,097

31.03.2010 31.12.2009Taka Taka

27.2 Opening Accounts Receivable, Advances, deposits and prepayments

Advance to employees 3,004,580 4,511,363 Claim receivable-insurance - 57,933 Prepaid expenses 3,259,137 5,551,024 Security deposits 628,500 969,510 Receivable from Mobil Jamuna Fuels Limited 23,538,261 14,615,418

30,430,477 25,705,249

27.3 Closing Accounts Receivable, Advances, deposits and prepayments

Advance to employees 2,648,193 4,489,175 Claim receivable - insurance - 57,933 Prepaid expenses 3,653,235 5,347,210 Security deposits 628,500 969,510 Receivable from Mobil Jamuna Fuels Limited 32,186,650 22,377,112

39,116,577 33,240,940 28. Finance Expenses Paid

Opening Balance of Accrued Finance Charges 912,310 - Add: Expenses during the period 19,631,717 21,381,595

20,544,026 21,381,595 Less: Closing Balance of Accrued Finance Charges 3,532,646 -

17,011,380 21,381,595

29. Income Tax Paid

Opening Balance of of Corporate Tax Payable 271,525,884 244,313,966 Add: Provision made during the period 47,878,401 33,760,171

319,404,285 278,074,138 Less: Closing Balance of Corporate Tax Payable 294,404,279 278,074,135

25,000,006 3 Less: Opening Advance income tax 266,030,100 172,045,231

(241,030,094) (172,045,228) Add: Closing Advance income tax 280,272,205 202,857,462

39,242,111 30,812,234

30. Finance Income received

Opening Balance of Accrued Interest Receivable 32,567,165 69,541,793 Add: Income during the period 8,579,986 1,184,954

41,147,151 70,726,747 Less: Closing Balance of Accrued Interest 24,145,525 36,252,639

17,001,626 34,474,108

96

31. Related party disclosures

i) Related party transactions

Name of the party Nature of Transactions Transactionvalue (Taka)

EC Distribution Ltd. Additive purchase Group company 16,787,152 East Coast Trading (Pvt) Ltd. Additive purchase Group company 17,353,864

Sale of finished products Shareholder 116,226,542 Diessel Purchase Shareholder 1,159,380

Mobil Jamuna Fuels Ltd. Group company 8,648,389

ii) Particulars of directors of MJL Bangladesh Limited as at 31 March 2010:

Name

Mr. Mohammad Mohsin Jamuna Oil Company Ltd.

Mr. Ajam J. ChowdhuryEC Securities Ltd.Prime Bank Ltd.

Mr. Mizanur Rahman Jamuna Oil Company Ltd.Mr. Abdul Muyeed Chowdhury

EC Securities Ltd.

Mr. Md. Aminur Rahman EC Securities Ltd.Mr. Q. M. Shariful Ala EC Securities Ltd.

32. Capital expenditure commitment

The company does not have any capital expenditure commitment as of 31 March 2010

33. Other commitments and contingencies

33.1 Commitments

33.2 Contingencies

33. Capacity Utilization

Total Production Capacity in Kilo Barrel (159 Ltr = 1 Barrel) 37.50 37.50 Capacity Utilised for the Period 38.76% 30.90%

As on 31 March 2010 the company had contingencies of Tk.44.045 million in respect of letter of bankguarantee.

Chairman



Director

As on 31 March 2010 the company had commitments of Tk.234.167 million in respect of outstanding letter ofcredit.

Director

Director

During the period, the company carried out a number of transactions with related parties in the normal courseof business and on an arms' length basis. The name of these related parties, nature of these transactions andtheir total value have been set out in accordance with the provisions of BAS 24 : Related Party Disclosure.

Managing Director

Director

Jamuna Oil Company Ltd.

Nature of Relationship

Payments borne by Mobil Jamuna Lubricants Ltd.

BOD of Mobil Jamuna Lubricants Limited

Entities where they have interests

97

Annexure-AMJL Bangladesh Limited


Schedule of Property, Plant & Equipments

Figures are in TakaCost

Own assetsManufacturing unitLand 294,598,555 - - 294,598,555 - - - 294,598,555 Building 148,445,237 - - 148,445,237 2-8.33 44,402,874 1,683,047 - 46,085,921 102,359,315 Equipment 68,992,509 - - 68,992,509 4-20 20,310,983 705,389 - 21,016,373 47,976,136 Machinery 360,767,306 - - 360,767,306 4-10 95,057,593 3,613,073 - 98,670,667 262,096,640 Motor Vehicle 15,510,899 - - 15,510,899 10-20 11,534,081 651,785 - 12,185,866 3,325,033 Furniture 5,081,824 - - 5,081,824 6-7 2,258,588 84,697 - 2,343,285 2,738,540

893,396,330 - - 893,396,330 173,564,119 6,737,992 - 180,302,111 713,094,218

Trading unitLand - - - - - - - - - Building 13,214,517 - - 13,214,518 2-8.33 9,789,906 275,192 - 10,065,097 3,149,421 Equipment 5,801,640 - - 5,801,640 4-20 4,277,107 120,819 - 4,397,926 1,403,714 Machinery 8,128,540 - - 8,128,540 4-10 4,537,475 189,254 - 4,726,729 3,401,811 Motor Vehicle 3,812,250 5,233,588 - 9,045,838 10-20 2,823,242 310,065 - 3,133,308 5,912,530 Furniture 1,080,411 - - 1,080,411 6-7 866,037 22,500 - 888,537 191,874

32,037,358 5,233,588 - 37,270,947 22,293,767 917,831 - 23,211,597 14,059,350

Total Own Assets 925,433,688 5,233,588 - 930,667,276 195,857,887 7,655,822 - 203,513,708 727,153,568

Total as of 31 March 2010 925,433,688 5,233,588 - 930,667,276 195,857,887 7,655,822 - 203,513,708 727,153,568

Total as of 31 December 2009 716,062,532 209,371,155 - 925,433,688 165,584,257 30,273,630 - 195,857,886 729,575,801

As of 31 March 2010

Charged during the

period

Adjustment/ (Disposal) during the

period

Balance as of 31.03.2010

Name of assets Balance as of 01.01.2010

Addition during the

period

Written Down Value as of 31.03.2010


period


Depreciation

Rate %Balance as of 01.01.2010

98

Annexure-BMJL Bangladesh Limited


Schedule of Intangible Assets

Figures are in TakaCost

Intangible AssetsSoftware 1,963,228 - - 1,963,228 6.67% 369,221 32,737 - 401,958 1,561,270 Total Intangible Assets 1,963,228 - - 1,963,228 369,221 32,737 - 401,958 1,561,270

Total as of 31 March 2010 1,963,228 - - 1,963,228 369,221 32,737 - 401,958 1,561,270

Total as of 31 December 2009 1,963,228 - 1,963,228 238,274 130,947 - 369,221 1,594,007

Amortization

Rate %Balance as of 01.01.2010

As of 31 March 2010

Charged during the

period


period


Name of assets Balance as of 01.01.2010

Addition during the

period

Written Down Value as of 31.03.2010


period


99

For the periods from 01 January 2005 to 31 March 2010

A. Statement of Assets and Liabilities:

31.03.2010 31.12.2009 31.12.2008 31.12.2007 31.12.2006 31.12.2005

ASSETS

Property, Plant and Equipments 727,153,566 729,575,801 550,478,276 581,260,309 602,445,569 628,289,106 Intangible Assets 1,561,270 1,594,007 1,724,954 - - - Capital Work-in Progress 342,836,911 121,679,139 10,317,698 10,317,698 - - Total Non-Current Assets 1,071,551,747 852,848,947 562,520,928 591,578,007 602,445,569 628,289,106

Inventories 738,512,593 911,608,552 1,066,687,222 398,023,769 637,082,389 234,511,865 Receivables 92,969,274 83,396,467 107,070,975 12,679,403 8,363,335 9,330,632 Advances, Deposits and Prepayments 38,021,869 60,091,133 130,186,874 24,472,363 45,898,451 35,841,428 Advance Income Tax 280,272,205 266,030,100 172,045,231 122,777,991 110,113,407 92,438,568 Investments 397,629,751 484,876,305 755,000,000 205,000,000 - - Cash and Cash Equivalents 102,953,394 122,557,525 90,192,096 333,882,932 7,839,030 81,161,597 Total Current Assets 1,650,359,087 1,928,560,082 2,321,182,398 1,096,836,459 809,296,612 453,284,090

Total Assets 2,721,910,834 2,781,409,029 2,883,703,326 1,688,414,466 1,411,742,181 1,081,573,196

EQUITY AND LIABILITIES

Equity

Share Capital 1,403,200,000 1,403,200,000 350,800,000 350,800,000 350,800,000 350,800,000 Share Money Deposit - - 11,096,420 11,096,420 11,096,420 11,096,420 Reserve & Surplus 244,269,225 120,390,653 829,538,864 456,947,385 215,515,508 2,806,693 Proposed Dividend - - 87,700,000 59,636,000 - 35,080,000 Total Equity 1,647,469,225 1,523,590,653 1,279,135,284 878,479,805 577,411,928 399,783,113

Liabilities

Deferred Tax Liabilities 110,088,903 110,851,587 - - - - Loan Term Loan (project) - - - - 6,501,255 72,748,787 Obligation under Finance Lease - - 1,458,287 3,842,598 - 400,196 Total Non-Current Liabilities 110,088,903 110,851,587 1,458,287 3,842,598 6,501,255 73,148,983

Current Portion of Long Term Loan - - - 6,501,256 36,915,182 66,247,532 Short Term Loan 588,334,779 712,147,858 1,018,618,767 568,400,821 597,126,839 353,658,079 Bank Overdraft - 9,714,632 176,415,743 - - - Sundry Creditors 20,997,266 69,606,115 29,892,490 9,616,925 9,046,880 16,910,973 Advance Received against Sales - - 1,758,107 8,553,155 8,285,692 13,144,540 Provision for Income Tax 294,404,279 271,525,881 244,313,967 104,423,862 101,731,096 83,017,290 Dividend Payable - - 6,684,000 6,684,000 14,338,000 - Current portion of Lease Obligation - - 2,384,311 2,043,911 400,196 857,515 Other Liabilities 60,616,382 83,972,303 123,042,370 99,868,133 59,985,113 74,805,171 Total Current Liabilities 964,352,706 1,146,966,789 1,603,109,754 806,092,063 827,828,998 608,641,100 Total Liabilities 1,074,441,609 1,257,818,376 1,604,568,042 809,934,661 834,330,253 681,790,083 Total Equity and Liabilities 2,721,910,834 2,781,409,029 2,883,703,326 1,688,414,466 1,411,742,181 1,081,573,196

We have examined the financial statements of M/s. MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited) for the years ended 31December 2005, 2006, 2007, 2008 and 2009 and for the period from 01 January 2010 to 31 March 2010. In pursuance of Section 135(1) underParagraph 24(1) of Part -II of Third Schedule of the Companies Act 1994 our report is as under

As At

MJL Bangladesh Limited (Formerly Mobil Jamuna Lubricants Limited)

Amount in Taka

Auditors' Report under section 135(1) and paragraph 24(1) of Part -II of Third Schedule of the Companies Act 1994

100

B. Statement of Operating Results:

January 2010 to March 2010

2009 2008 2007 2006 2005

Sales 988,830,476 3,238,077,318 2,857,405,020 2,338,479,728 1,963,809,580 1,128,553,725Less: Cost of Loods Sold 763,215,849 2,397,792,122 2,114,390,889 1,803,530,707 1,583,648,917 931,247,605 Gross Profit 225,614,627 840,285,196 743,014,132 534,949,021 380,160,663 197,306,120 Add: Other Income 8,579,986 69,213,715 78,821,643 12,552,282 6,303,192 2,604,440

234,194,614 909,498,911 821,835,775 547,501,303 386,463,855 199,910,560

Less: Administrative and Selling Expenses 43,568,609 194,607,735 158,447,324 110,638,697 86,618,705 81,169,368 Financial Charges 19,631,716 59,381,263 60,079,293 77,694,786 66,637,214 54,776,710 Profit before Tax 170,994,288 655,509,913 603,309,158 359,167,820 233,207,936 63,964,482 Less: Tax Holiday Reserve - - 57,409,808 83,985,793 - -

170,994,288 655,509,913 545,899,350 275,182,027 233,207,936 63,964,482 Less: Provision for Income Tax:

47,878,401 201,406,536 143,017,680 15,792,159 20,499,121 12,467,610 (762,684) 110,851,587 - - -

47,115,716 312,258,123 143,017,680 15,792,159 20,499,121 12,467,610 Net Profit after Tax 123,878,572 343,251,789 402,881,670 259,389,868 212,708,815 51,496,872

Total Total Total TotalTotal Total

Amount in Taka

101

C. Statement of Cash Flows:

2009 2008 2007 2006 2005Taka Taka Taka Taka Taka

a. Cash flows from Operating Activities:Cash Received from Sales 988,830,476 3,238,077,318 - - - - Payroll and Other Payments to Employees (19,122,326) (97,940,716) - - - - Payment to Suppliers (575,183,204) (2,011,019,669) - - - - Payment for Admin & Selling Expenses (102,204,695) (260,967,882) - - - - Finance Expenses Paid (17,011,380) (58,468,953) - - - - Profit/(loss) before Tax - - 603,309,159 359,167,820 233,207,936 63,964,482 Adjustment for Items not Involving of Cash:Depreciation - - 30,393,862 29,749,869 28,830,104 28,765,746 (Gain)/loss on sale of Fixed Assets - - - (1,354,334) (572,667) (370,000)

275,308,870 809,680,098 633,703,021 387,563,355 261,465,373 92,360,228 Changes in Working Capital Components:(Increase)/Decrease in Inventories - - (668,663,453) 239,058,620 (402,570,524) 2,733,977 (Increase)/Decrease in Accounts Receivables - - (94,391,572) (4,316,068) 967,297 10,135,563 (Increase)/Decrease in Advances, Deposits and Prepayments - - (105,714,511) 21,366,728 (10,057,023) (10,701,618) Increase in advance Income Tax - - (49,267,240) (12,664,585) (17,674,839) (12,418,527) Increase/(Decrease) in Sundry Creditors - - 20,275,565 203,378 (7,864,093) 12,957,086 Increase/(Decrease) in Advance Received against Sales - - (6,795,048) 267,463 (4,858,848) 5,150,416 Decrease in provision for tax - - - - 18,713,806 11,743,504 Increase/(Decrease) in Other Liabilities - - 23,174,237 39,671,236 (14,820,058) 22,329,818 Cash generated from Operation - - (881,382,022) 283,586,772 (438,164,282) 41,930,219 Income tax paid (39,242,111) (268,179,491) (3,127,576) (13,099,393) (20,499,121) (12,467,610) Net Cash flows from /(used in) Operating Activities 236,066,759 541,500,607 (250,806,577) 658,050,734 (197,198,030) 121,822,837

b. Cash flows from Investing Activities:Payment against Capital Work-in Progress (221,157,771) (111,361,441) - (9,951,031) - - Encashment of FDR/(Investment in FDR) 87,246,554 270,123,695 (550,000,000) 1,430,500 - - Acquisition of Fixed Assets (5,233,588) (209,371,155) (1,336,783) (2,754,266) (3,033,900) (5,794,789) Proceeds from Sale of Fixed Assets - - - - 620,000 370,000 Financial Income Received 17,001,626 - - (205,000,000) - - Net Cash used in Investing Activities (122,143,179) (50,608,901) (551,336,783) (216,274,797) (2,413,900) (5,424,789)

c. Cash flows from Financing Activities:

Financial Income Received - 106,188,343 - - - - Dividend Paid - (87,700,000) (59,636,000) (49,750,000) (20,742,000) - Short Term Loan (123,813,079) (306,470,909) 450,217,945 (28,726,018) 243,468,760 17,420,009 Obligation under Finance Lease - (3,842,599) (2,043,911) (340,836) (857,515) (1,236,548) Bank Overdraft (9,714,632) (166,701,112) 176,415,744 - - - Long Term Loan (project) - - (6,501,255) (36,915,182) (95,579,882) (87,245,255) Net Cash (used in)/flows from Financing Activities (133,527,711) (458,526,277) 558,452,523 (115,732,036) 126,289,363 (71,061,794)

d. Net Cash Surplus/(Deficit) for the year (a+b+c) (19,604,131) 32,365,429 (243,690,836) 326,043,902 (73,322,567) 45,336,254 e. Cash & Bank Balances at beginning of the Year 122,557,525 90,192,096 333,882,932 7,839,030 81,161,597 35,825,343 f. Cash & Bank Balances at end of the year 102,953,394 122,557,525 90,192,096 333,882,932 7,839,030 81,161,597

January 2010 to March 2010

For the yearAmount in Taka

102

D. Dividend Declared:

Cash Dividend-% - 25 17 - 10 - Stock Dividend (Bonus shares)-% - 300 - - - -

E. The company was incorporated on 03 December 1998;

F.

G.

H.

I. The Company has no subsidiaries;

K. No proceeds or part of proceeds of the issue of shares were applied directly or indirectly by the company in the purchase of any other business;

L. The Company did not prepare any financial statements for any period subsequent to 31 March 2010; and

M. Figures related to previous years have been rearranged wherever considered necessary.

Sd/-Dhaka,06 July 2010 Chartered Accountants

ACNABIN

The Statement of Cash Flows for the three months from 01 January 2010 to 31 March 2010 and for the years ended 31 December 2009, 2008, 2007,2006 and 2005 of the Company are enclosed and certified by us;

The Statement of Assets and Liabilities (Statement of Financial Positions) as at 31 March 2010, 31 December 2009, 2008, 2007, 2006 and 2005 of theCompany has been duly certified by us;

We also certify that the Statement of Operating Results (Statement of Comprehensive Income) for the three months from 01 January 2010 to 31March 2010 and for the years ended 31 December 2009, 2008, 2007, 2006 and 2005 of the Company;

103

Jan to Mar 2010

2009 2008 2007 2006 2005

Result Result Result Result Result Result

A. Liquidity Ratios

1 Current Ratio (Times) 1.71 1.68 1.45 1.36 0.98 0.74

2 Quick Ratio (Times) 0.95 0.89 0.78 0.87 0.21 0.36

3 Times Interest Earned Ratio (Times) 8.75 11.71 10.55 4.68 3.69 1.184 Debt to Equity Ratio (Times) 0.06 0.05 0.08 0.01 0.01 0.02

B. Operating Ratios

1 Accounts Receivable Turnover Ratio 10.64 38.83 26.69 184.43 234.81 120.95

2 Inventory Turnover Ratio (Times) 1.03 2.63 1.98 4.53 2.49 3.97

3 Assets Turnover Ratio (Times) 0.36 1.16 0.99 1.39 1.39 1.04

C. Profitability Ratios

1 Gross Margin Ratio (%) 22.82 25.95 26.00 22.88 19.36 17.48

2 Operating Income Ratio (%) 17.14 19.82 20.55 15.28 11.84 5.65

3 Net Income Ratio (%) 12.42 10.38 13.72 11.03 10.80 4.55

4 Return on Assets Ratio (%) 4.55 12.34 13.97 15.36 15.07 4.76

5 Return on Equity Ratio (%) 7.52 22.53 31.50 29.53 36.84 12.88

6 Earning Per Share 0.88 2.45 11.48 7.39 6.06 1.47

sd/-Dhaka,30 August 2010

The following ratios have been computed from the audited financial statements of M/s. MJL Bangladesh Limited forthe period from 01 January 2010 to 31 March 2010 and for the years ended 31 December 2009, 2008, 2007, 2006and 2005:

Name of Ratio

Chartered AccountantsACNABIN

We have examined the calculation of the above ratios of M/s. MJL Bangladesh Limited for the period from 01 January2010 to 31 March 2010 and for the years ended 31 December 2009, 2008, 2007, 2006 and 2005 and found themcorrect. The detail calculation is presented in Annexure - 1.


Statement of Ratio AnalysisFor the periods from 01 January 2005 to 31 March 2010

Note: Face value from 2005 to 2008 was BDT 10,000 and in 2009 and 31st March 2010, the face value was BDT 10. The company issued (3B:1) bonus share in 2009. As a result, the number of share increased by four times whereas the net income did not increase. Therefore, Earnings per share decreased from BDT 11.48 to BDT 2.45 in the year 2009.

104

Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result

A. Liquidity Ratios

Current Assets 1,650,359,087 1,928,560,082 2,321,182,398 1,096,836,459 809,296,612 453,284,090 Current Liability 964,352,706 1,146,966,789 1,603,109,754 806,092,063 827,828,998 608,641,100

Current Assets - Inventory 911,846,494 1,016,951,531 1,254,495,176 698,812,689 172,214,223 218,772,225 Current Liability 964,352,706 1,146,966,789 1,603,109,754 806,092,063 827,828,998 608,641,100

Operating Income 170,994,288 655,509,913 603,309,158 359,167,820 233,207,936 63,964,482 Interest expenses 19,537,546 55,977,134 57,208,395 76,795,825 63,238,672 54,041,915

Total Debt 92,969,274 83,396,467 107,070,975 12,679,403 8,363,335 9,330,632 Total stockholder's equity 1,647,469,225 1,523,590,653 1,279,135,284 878,479,805 577,411,928 399,783,113

B. Operating Ratios

Gross Turnover 988,830,476 3,238,077,318 2,857,405,020 2,338,479,728 1,963,809,580 1,128,553,725 Receivables 92,969,274 83,396,467 107,070,975 12,679,403 8,363,335 9,330,632

Cost of goods sold 763,215,849 2,397,792,122 2,114,390,889 1,803,530,707 1,583,648,917 931,247,605 Inventory 738,512,593 911,608,552 1,066,687,222 398,023,769 637,082,389 234,511,865

Gross Turnover 988,830,476 3,238,077,318 2,857,405,020 2,338,479,728 1,963,809,580 1,128,553,725 Total Assets 2,721,910,834 2,781,409,029 2,883,703,326 1,688,414,466 1,411,742,181 1,081,573,196

C. Profitability Ratios

Grass Profit 225,614,627 840,285,196 743,014,132 534,949,021 380,160,663 197,306,120 Gross Premium 988,830,476 3,238,077,318 2,857,405,020 2,338,479,728 1,963,809,580 1,128,553,725

Operating Profit 170,994,288 655,509,913 603,309,158 359,167,820 233,207,936 63,964,482 Total Operating Revenue 997,410,462 3,307,291,033 2,936,226,663 2,351,032,010 1,970,112,772 1,131,158,165

Profit After Tax 123,878,572 343,251,789 402,881,670 259,389,868 212,708,815 51,496,872 Total Operating Revenue 997,410,462 3,307,291,033 2,936,226,663 2,351,032,010 1,970,112,772 1,131,158,165

Profit After Tax 123,878,572 343,251,789 402,881,670 259,389,868 212,708,815 51,496,872 Total Assets 2,721,910,834 2,781,409,029 2,883,703,326 1,688,414,466 1,411,742,181 1,081,573,196

Profit After Tax 123,878,572 343,251,789 402,881,670 259,389,868 212,708,815 51,496,872 Share Holders Equity 1,647,469,225 1,523,590,653 1,279,135,284 878,479,805 577,411,928 399,783,113

Profit After Tax 123,878,572 343,251,789 402,881,670 259,389,868 212,708,815 51,496,872 No. of Shares 140,320,000 140,320,000 35,080,000 35,080,000 35,080,000 35,080,000

Amount in Taka

120.9526.69

1.04

17.48

4.55

19.36

3.69

5.65

2.49 3.97

7.39

36.84

1.47

29.53

6.06

4.76

12.88

11.03

15.36

11.84

10.80

234.81

1.39

22.53 31.50

11.48

13.97

184.43

1.39

22.88

4.53

0.99

26.00

2005

1.71 1.68

Jan to Mar 2010 2009

12.34

20.55

13.72

15.07

15.28

8.75

2 Quick Ratio (Times)

2006

1

2007

0.98

0.21

1.45

10.38

38.83

Current Ratio (Times)

10.64

Times Interest Earned Ratio (Times)

0.89

11.71

0.05 Debt to Equity Ratio (Times)

0.95

Return on Assets Ratio (%)

5

4.55

17.14

Net Income Ratio (%)

4

Return on Equity Ratio (%)

0.36

Gross Margin Ratio (%)

Operating Income Ratio (%)

22.82

19.822

1.16

25.95

3

2008

6 Earning Per Share 2.45

7.52

0.88

Assets Turnover Ratio (Times)

Inventory Turnover Ratio (Times)

1.03 2.63 1.98

Annexure-1

3

Name of Ratio

Accounts Receivable Turnover Ratio (Times)

1

12.42

0.08

1.36

0.87

4.68

0.01

0.78

10.55

2

0.01

0.74

0.36

1.18

0.020.06

3

4

1

105

Projected Earnings

2010(9m) 2011 2012 2013 2014

Sales 2,847.22 5,335.58 7,356.23 8,001.29 8,581.82

Cost of Goods Sold 2,191.95 3,688.77 5,583.98 6,079.89 6,507.66

Gross Profit 655.26 1,646.81 1,772.26 1,921.40 2,074.16

Op. Exp: Gen. & Admin 67.32 74.05 274.30 300.16 328.82

Selling 97.86 219.57 299.05 321.55 344.65

Total Operating Expenses 165.18 293.62 573.36 621.71 673.48

Operating Profit 490.08 1,353.19 1,198.90 1,299.69 1,400.68

Other Income 373.18 98.18

Dividend income from MJL Fuels Ltd. 250.95 250.95 376.43

Total Operating Income 863.26 1,451.37 1,449.85 1,550.64 1,777.10

64.72 46.24 13.24 46.24 - p

Total Financial Expenses 65.03 46.55 21.55 54.55 8.31 , , , ,

Income Tax 299.33 526.81 535.61 561.04 663.30

Profit After Tax 498.89 878.01 892.69 935.06 1,105.50

Number of Shares 180.32 180.32 180.32 180.32 180.32

Earnings per share (Taka)-Annualized 3.65 4.87 4.95 5.19 6.13

Million Tk

Interest on Short Term Loan

120

Additional Disclosures by the Auditors

MJL Bangladesh Limited Additional disclosures as required by Securities and Exchange Commission in the process of approval of

Prospectus for public issue of share as per requirement of Schedule – XI, Part –II, Para - 3, 4 and 8 of the companies Act 1994

01. The break up of Turnover is as follows:

Description 01 January 2010 to 31 March 2010


Qty(Liter) Amount(Tk.) Qty(Liter) Amount(Tk.)Locally Blended Lubricants local sales 2,562,291 451,760,170 2,337,736 417,494,320Imported Lubricants local Sales 2,596,514 512,420,479 1,650,169 340,951,669 Export Sales of Lubricants 180,356 24,649,826 50,050 4,747,756

Total 5,339,161 988,830,475 4,037,955 763,193,745

02. Disclosure on Managerial Remuneration:

01 January 2010 to 31 March 2010 01 January 2009 to 31 March 2009 Particulars Managing

Director Managers & others Total Managing

Director Managers & others Total

Basic Salary 960,000 3,602,400 4,562,400 960,000 2,980,200 3,940,200

House Rent 120,000 795,000 915,000 120,000 616,000 736,000

Conveyance 60,000 348,450 408,450 60,000 226,250 286,250

Medical 180,000 839,700 1,019,700 180,000 691,300 871,300

Bonus/Incentives 1,600,000 6,183,500 7,783,500 - 158,000 158,000

Other Allowances 180,000 289,950 469,950 180,000 266,350 446,350

Total salary and allowances 3,100,000 12,059,000 15,159,000 1,500,000 4,938,100 6,438,100

03. Capacity:

01 January 2010 to 31 March 2010 01 January 2009 to 31 March 2009 Description Installed

Capacity Actual

Utilization %

UtilizationInstalled Capacity

Actual Utilization

% Utilization

Capacity in Kilo Barrel 37.50 14.34 38.76% 37.50 11.59 30.90%

Note: Licensed Capacity is not applicable for MJLBL.

04. Value of Import at CIF basis:


01 January 2010 to 31 March 2010 Description

Taka Taka Raw Materials 235,633,120 207,088,881

05. Royalty fees (Blending Fees) in foreign currency:

The following expenditure in foreign currency incurred during the financial periods from 01 January 2010 to 31 March 2010 and from 01 January 2009 to 31 March 2009 on account of Royalty:


01 January 2009 to 31 March 2009 Particulars

BDT USD $ BDT USD $ Beneficiary

Royalty–Blending Fee 8,432,969 120,323.50 7,695,861 111,372.81

Exxon Mobil Asia Pacific Pte.

Limited, Singapore

121

Auditor's certificate regarding the explanation of receivables under note 7 of the Audited Financial Statements as of 31 March 2010

7. Receivables Receivable from Mobil Jamuna Fuels Limited 32,186,650 Other receivables (Note: 7.1) 60,782,625 92,969,274

7.1 Other Receivables Accrued Interest Receivable 24,145,525 Receivable 23,883,610 Bank Guarantee Margin 12,753,490 60,782,625

Receivables from Mobil Jamuna Fuels Limited (MJFL) for an amount of BDT 32,186,650.00: Mobil Jamuna Fuels Limited (MJFL) whose work station is currently at Mobil House is a sister concern of MJL Bangladesh Limited. Sometimes, MJL Bangladesh Limited incurs expenses on behalf of MJFL and subsequently reimbursed by MJFL through current account named Receivable from Mobil Jamuna Fuels Limited. This current accounts balance as of 31 March 2010 is BDT 32,186,650.00. Receivables amount of BDT 23,883,610.00: MJL Bangladesh Limited (MJLBL) exports finished lubricants to Nepal which comprise of lubricants for private & commercial vehicles and industrial lubricants. Once the importer places order of certain product, an invoice is generated for an agreed price and quantity and provided to importer for opening of Letter of Credit (L/C). Upon receipt of L/C, MJLBL then produces commercial invoice, packing list and ‘EXP Forms’ for export of products. The export takes place upon legitimate assessment by ‘Customs Authority’. As per L/C terms the original shipping documents are required to be submitted to reach at importer’s bank within 15 (fifteen) to 21 (twenty one) days of shipment of product. The L/Cs opened at importer’s end are usually sight L/Cs and once clean document for shipment are accepted at importer’s end through bank, the importer’s bank releases funds as per terms and conditions endorsed within the L/C. The payment usually takes few days to reflect the account of MJLBL but once a certain quantity of product is launched for export, it is treated as ‘Sale’ and reflects in ‘Receivables’ portion the book of MJLBL. The above figure of BDT 23,883,610.00 is thus booked as receivables against export sale to be realized in course of time.

122

Application Forms Interested persons are entitled to a prospectus, if they desire, and that copies of prospectus may be obtained from the issuer and the issue manager

MJL Bangladesh Limited Application Form

APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI(S) Warning: Please read the instructions at the back of this form. Incorrectly filled applications may be rejected.

The Managing Director MJL Bangladesh Limited Mobil House, CWS(C) 9 Gulshan-1, Dhaka-1212.

Dear Sir, I/we apply for and request you to allot me/us the …………… number of Shares and I/we agree to accept the same or any smaller number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum and Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members of the Company and deposit the said shares to my BO (Beneficiary Owner) Account and/or in respect of any application money refundable by crediting directly to the first applicant’s bank account stated below:

1. No. of Ordinary Shares …………..……… of Tk [*] each including a premium of Tk. [*] per share. 2. Amount of Tk (in figure), ……………..…, Taka (in words) ……………….………………………………………………..only

deposited vide Cash/Cheque/Draft/Pay Order No. ……………………………………… dated ……………………..… on ………………………………………………… Bank …………………………………………. Branch ……………………

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid)

4. I/We agree to fully abide by the instruction given herein.

5. Particulars of Applicant(s): a) Sole/First Applicant

Name: Father’s/Husband’s name: Mother’s name: Postal address: Occupation: Nationality: Telephone No. (if any) For refund warrant (Application will not be treated as valid if anyone uses a non-scheduled bank. To avoid this complication, investors are requested not to use the name of any non-scheduled bank) Please write the correct and full name of bank and branch: For refund purpose: I/we want refund through Bank Account Hand Delivery/Courier (please put tick mark in which refund will be made)

Applicant’s Bank A/C No.: Name of the Bank: Branch:

b) Second Applicant Name: Father’s/Husband’s name: Mother’s name: Postal address: Occupation: Nationality:

6. I/we hereby declare that I/we have read the Prospectus of MJL Bangladesh Limited and have willingly subscribed for …………… no. of shares of Tk [*] each including a premium of Tk [*] per share on this form.

7. Specimen Signature(s): (i) Name (in block letters) Signature:

(ii) Name (in block letters) Signature:

… … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … … …

BANKER’S ACKNOWLEDGEMENT

Certified that this bank has received Tk. ………………….. (in word) ...…………………………………………………………… only from Mr./Mrs./Ms. …………………………………………………………………..…….……… being the Application Money for …………… nos. Ordinary Shares of MJL Bangladesh Limited.

Authorized Signature Banker’s Sl. No. ………………. Seal and Date (Name & Designation)

Banker’s Sl. No.

3. Depository (B/O) Account Number

123

Instructions 1. As per provision of Depository Act, 1999 and regulations made thereunder shares will be only be issued in dematerialized condition. Please

mention your BO (Beneficiary Owner) Account number in the Application form. If you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as invalid.

2. All information must be typed or written in full (in block letters) in English or in Bengali and must not be abbreviated. 3. Application must be made on the Company’s printed form/photocopy or on typed copy/hand written form thereof. 4. Application must not be for less than 100 Ordinary shares and must be for a multiple of 100 ordinary shares. Any application not meeting these

criterions will not be considered for allotment purpose. 5. Remittance for the full amount of the shares must accompany each application and must be forwarded to any of the Bankers’ to the Issue.

Remittance should be in the form of cash/cheque/bank draft/pay order payable to one of the Bankers’ to the Issue favoring “MJL Bangladesh Limited” and crossed “A/C Payee only” and must be drawn on a bank in the same town as the bank to which the application form has been sent.

6. In the case of a joint application form, the allotment letter will be dispatched to the person whose name appears first on this application form. 7. Joint application form for more than two persons will not be accepted. In case of joint application, each party must sign the application form. 8. Applications must be in the full name of individuals or companies or societies or trusts and not in the name of firms, minors or persons of

unsound mind. Application from financial and market intermediary companies must be accompanied by Memorandum of Association and Articles of Association and Certificate of Incorporation.

9. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the Commission.

10. No receipt will be issued for the payment made with the application, but the bankers will issue a provisional acknowledgement to the issue for application lodged with them.

11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the Bankers to the Issue, Citibank, N.A. or Standard Chartered Bank, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be made only through “Account Payee” cheque(s) with bank account number and name of bank branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be.

12. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange Commission. 13. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information shall make

the application liable to rejection and subject to forfeiture of application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited Application money or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). This may be in addition to any other penalties as may be provided for by the law.

14. Applications which do not meet the above requirements, or applications, which are incomplete, shall not be considered for allotment purpose. 15. The Bankers to the issue Banks shall be obliged to receive the A/C Payee Cheque (s) on the closing day of the subscription. 16. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until twenty

five days after the prospectus have been published.

Bankers to the Issue

ICB Head Office, Dhaka Local Office, Dhaka Chittagong Br. Chittagong Rajshahi Br. Rajshahi Khulna Br. Khulna Barisal Br. Barisal Sylhet Br. Sylhet Bogra Br. Bogra Standard Chartered Bank Mirpur Br. Dhaka Motijheel Br. Dhaka Nasirabad Br. Chittagong Agrabad Br. Chittagong Khulna Br. Khulna Bogra Br. Bogra Sylhet Br. Sylhet National Bank Limited Babubazar Br. Dhaka Banani Br. Dhaka Bangshal Road Br. Dhaka Dhanmondi Br. Dhaka Dilkusha Br. Dhaka Elephant Road Br. Dhaka Foreign Ex. Br. Dhaka Gulshan Br. Dhaka Imamganj Br. Dhaka Islampur Br. Dhaka Jatrabari Br. Dhaka Kawran Bazar Br. Dhaka Lake Circus Br. Dhaka Malibagh Br. Dhaka Mirpur Br. Dhaka Mohakhali Br. Dhaka

Mohammadpur Br. Dhaka Motijheel Br. Dhaka New Eskaton Br. Dhaka North Brook Hall Br. Dhaka Pragati Sarani Br. Dhaka Savar Bazar Br. Dhaka Uttara Br. Dhaka ZH Sikdar College Br.Dhaka Tangail Br. Tangail Gazipur Br. Gazipur Narayanganj Br. N’ganj Paglabazar Br. N’ganj Narsingdi Br. Narsingdi Comilla Br. Comilla Agrabad Br. Chittagong Anderkillah Br. Chittagong Chawkbazar Br. Chittagong Jubilee Road Br.Chittagong Khatunganj Br. Chittagong Pahartali Br. Chittagong Sk Mujib Rd. Br.Chittagong Faridpur Br. Faridpur Sylhet Br. Sylhet Feni Br. Feni Khulna Br. Khulna Sunamgonj Br. Sunamgonj Rangpur Br. Rangpur Bogra Br. Bogra Rajshahi Br.Rajshahi Barisal Br. Barisal Chowmuhani Br. Noakhali Southeast Bank Aganagar Br. Dhaka Agargaon Br. Dhaka Ashulia Br. Dhaka

Banani Br. Dhaka Bangshal Br. Dhaka Bashundhara Br. Dhaka Corporate Br. Dhaka Dhanmondi Br. Dhaka Imamganj Br. Dhaka Joypara Br. Dhaka Kakrail Br. Dhaka Mohammadpur Br. Dhaka Mouchack Br. Dhaka Narayanganj Br. Dhaka New Elephant Br. Dhaka New Eskaton Br. Dhaka Pragati Sarani Br. Dhaka Principal Br. Dhaka Sat Masjid Br. Dhaka Savar Br. Dhaka Shaymoli Br. Dhaka Uttara Br. Dhaka Konabari Br. Gazipur Tongi Br. Gazipur Rangpur Br. Rangpur Rajshahi Br. Rajshahi Chowmuhani Br. Noakhali Agrabad Br. Chittagong CDA Avenue Br. Chittagong Halishahar Br. Chittagong Jubilee Road Br.Chittagong Khatunganj Br. Chittagong Madambibir Hat Br. Chittagong Momin Road Br. Chittagong Pahartali Br. Chittagong Cox’s Bazar Br. Cox’sBazar Bogra Br. Bogra Khulna Br. Khulna Barisal Br. Barisal

Bashurhat Br. Noakhali Bandar Bazar Br. Sylhet Chouhatta Br. Sylhet Hetimgonj Br. Sylhet Laldighirpar Br. Sylhet Pathantula Br. Sylhet Shahajal Uposhahar Br. Sylhet Moulvibazar Br. Moulvibazar Kulaura Br. Moulvibazar Madabdhi Br. Narshingdi Comilla Br. Comilla Naogaon Br. Naogaon Feni Br.Feni Chagalnaiya Br. Feni One Bank Limited Banani Br. Dhaka Banasree Br. Dhaka Bangshal Br. Dhaka Dhanmondi Br. Dhaka Elephant Road Br. Dhaka Gulshan Br. Dhaka Imamganj Br. Dhaka Jatrabari Br. Dhaka Kakrail Br. Dhaka Kawran Bazar Br.Dhaka Mirpur Br. Dhaka Motijheel Br. Dhaka Nawabganj Br. Dhaka Principal Br. Dhaka Progati Sharani Br. Dhaka Uttara Br. Dhaka Agrabad Br. Chittagong CDA Avenue Br. Chittagong Jubilee road Br. Chittagong Khatunganj Br. Chittagong

124

Nanupur Bazar Br. Chittagong Bogra Br. Bogra Chandragonj Br. Lakshmipur Cox’sBazar Br. Cox’sBazar Dagon Bhuiyan Br. Feni Feni Br. Feni Ganakbari Br. Savar Islampur Br. Sylhet Jessore Br. Jessore Joypara Br. Dohar Laksham Br. Comilla Narayanganj Br.Narayanganj Raipur Br. Laxmipur Ramganj Br. Laxmipur Sherpur Br. Sherpur Sirajgonj Br. Sirajgonj Sylhet Br. Sylhet Chowmuhuni Br. Noakhali Maijdee Court Br.Noakhali Bank Asia Bashundhara Br. Dhaka Corporate Br. Dhaka Dhanmondi Br. Dhaka Gulshan Br. Dhaka MCB Banani Br. Dhaka Mirpur Br. Dhaka Mitford Br. Dhaka Moghbazar Br. Dhaka Mohakhali Br. Dhaka North South Rd Br. Dhaka Principal office Br. Dhaka Progati Sarani Br. Dhaka Scotia Br. Dhaka Shantinagar Br. Dhaka Uttara Br. Dhaka Sylhet Main Br. Sylhet Uposhahar Br. Sylhet Bahadderhat Br. Chittagong CDA Avenue Br.Chittagong Kamal Bazar Br. Chittagong Khatunganj Br. Chittagong SK Mujib Rd Br Chittagong Station Road Br. Chittagong Bogra Br. Bogra Ishwardi Branch, Pabna Jessore Br. Jessore Khulna Br. Khulna Rajshahi Br. Rajshahi Dutch-Bangla Bank Ltd Basundhara Br. Dhaka Bandura br. Dhaka Dania Br.Dhaka Dhaka EPZ Br. Dhaka Dhanmondi Br. Dhaka Elephant Road Br. Dhaka Gulshan Br. Dhaka Imamgonj Br. Dhaka Islampur Br. Dhaka Joypara Br. Dhaka Kawran Bazar Br. Dhaka Mirpur Circle 10 Br.Dhaka Mohakhali Br. Dhaka Nababpur Br. Dhaka Naya Bazar Br. Dhaka Rampura Br. Dhaka

Ring Road Br. Dhaka Satmosjid Road Br. Dhaka Savar Bazar Br. Dhaka Uttara Br. Dhaka B.B. Road Br. Narayanganj Narayanganj Br. Narayanganj Netaiganj Br. Narayanganj Simrail Br. Narayanganj Agrabad Br. Chittagong CDA Avenue Br.Chittagong Fatikchari Br. Chittagong Halishhar Br. Chittagong Hathazari Br. Chittagong Jubilee Rd Br. Chittagong Kadamtali Br. Chittagong Khatunganj Br. Chittagong Lohagara Br. Chittagong Muradpur Br. Chittagong Patherhat Br. Chittagong Cox’s Bazar Br.Cox’sBazar Bhulta Br. Narayanganj Narayanganj BSCIC Br. Narayanganj Beani Bazar Br. Sylhet Biswanath Br. Sylhet Goala Bazar Br. Sylhet Gopalgonj Br. Sylhet Sylhet Br. Sylhet Moulavi Bazar Br. M’Bazar Sremangal Br. M’Bazar Board Bazar Br. Gazipur Chowrasta Br. Gazipur Konabary Br. Gazipur Tongi Br. Gazipur Choumuhani Br. Feni Dagonbhuiyan Br. Feni Feni Br. Feni Sonagazi Br. Feni Barisal Br. Barisal Bogra Br. Bogra Manikgonj Br. Manikgonj Saidpur Br. Nilphamary Jessore Br. Jessore Kushtia Br. Kushtia Madaripur Br. Madaripur Khulna Br. Khulna Rangpur Br. Rangpur Pabna Br. Pabna Rajshahi Br. Rajshahi Mymensing Br. Mymensing Chhatak Br. Sunamganj Shajadpur Br. Sirajganj Basurhat br. Noakhali Mirzapur Br. Tangail Comilla Br. Comilla Satkhira Br. Satkhira Narsingdi Br, Narsingdi Baburhat Br. Narsindi Gobindaga Br. Gaibandha Dinajpur Br. Dinajpur Bhairab Br. Bhairab BRAC Bank Asad Gate Br. Dhaka Banani Br. Dhaka Bashundhara Br. Dhaka Donia Br. Dhaka Eskaton Br. Dhaka

Graphics Building Br. Dhaka Gulshan Br. Dhaka Manda Br. Dhaka Mirpur Br. Dhaka Nawabpur Br. Dhaka Rampura Br.Dhaka Shyamoli Br. Dhaka Uttara Br. Dhaka Narayanganj Br. Narayanganj Agrabad Br. Chittagong CDA Avenue Br. Chittagong Halishahar Br. Chittagong Kazirdeuri Br. Chittagong Momin Road Br. Chittagong Rajshahi Br. Rajshahi Jessore Br. Jessore Bogra Br.Bogra Barisal Br. Barisal Zindabazar Br. Sylhet Khulna Br. Khulna First Security Islami Bank Azampur Br. Dhaka Banani Br. Dhaka Bangshal Br. Dhaka Banoshree Br. Dhaka Biswa Road Br. Basabo, Dhaka Dhanmondi Br. Dhaka Dilkusha Br. Dhaka Donia Br. Dhaka Gulshan Br. Dhaka Islampur Br. Dhaka Mirpur Br. Dhaka Mohakhali Br. Dhaka Motijheel Br. Dhaka Ring Road Br. Dhaka Savar Br. Dhaka Senanibash Br. Dhaka Topkhana Br. Dhaka Collage Gate Br. Tongi Agrabad Br. Chittagong Andar Killah Br. Chittagong Bohaddarhat Br. Chittagong Hat Hazari Br. Chittagong Jublee Road Br. Chittagong Khatungonj Br. Chittagong Probortak Mor Br. Chittagong Chokoria Br. CoxsBazar Cox’sBazar Br. CoxsBazar Ambarkhana Br. Sylhet Sylhet Br. Sylhet Taltola Br. Sylhet Rangpur Br. Rangpur Moulvibazar Br. Moulvibazar Jessore Br. Jessore Rajshahi Br. Rajshahi Patuakhali Br. Patuakhali Satkhira Br. Satkhira Bogra Br. Bogra Comilla Br. Comilla Khulna Br. Khulna Potiya Br. Chittagong Shahajal Islami Bank Banani Br. Dhaka Bangshal Br. Dhaka Bijoy Nagar Br. Dhaka Chawkbazar Br. Dhaka

College Gate Br. Dhaka Dhaka Main Br. Dhaka Dhanmondi Br. Dhaka Foreign Ex. Br. Dhaka Gulsan South Avenue Br. Dhaka Gulshan Br. Dhaka Kawran Bazar Br. Dhaka Mirpur Br. Dhaka Mitford Br. Dhaka Motijheel Br. Dhaka Panthapath Br.Dhaka Satmasjid Road Br. Dhaka Uttara Br. Dhaka Savar Br. Savar Agrabad Br. Chittagong Jubilee Road Br. Chittagong Khatunganj Br. Chittagong Muradpur Br. Chittagong Dargah Gate Br. Sylhet Goala Bazar Br. Sylhet Sylhet Br. Sylhet Comilla Br. Comilla Eastern Bank Limited Basundhara Br. Dhaka Mirpur Br. Dhaka Motijheel Br. Dhaka Narayanganj Br. Dhaka Principal Br. Dhaka Shamoly Br. Dhaka Agrabad Br. Chittagong Khatunganj Br. Chittagong Bogra Br. Bogra Khulna Br. Khulna Choumuhoni Br. Noakhali Moulvibazar Br. Moulvibazar Rajshahi Br. Rajshahi Savar Br. Savar Jessore Br. Jessore Dhaka Bank Limited Bangshal Br. Dhaka Goran Br. Dhaka Islampur Br. Dhaka Khilgaon Br. Dhaka Mirpur Br. Dhaka Savar Br. Dhaka Cox’s Bazar Br. Cox’sBazar Khulna Br. Khulna Uposhahar Br. Sylhet CDA Avenue Br. Chittagong Comilla Br. Comilla Prime Bank Limited Motijheel Br. Dhaka Gulshan Br. Gulshan, Dhaka Sat Masjid Rd. Br. Dhaka Uttara Br. Uttara, Dhaka Agrabad Branch, Chittagong Jubilee Rd. Br. Chittagong Sylhet Branch, Sylhet Khulna Branch, Khulna Rajshahi Branch, Rajshahi Barisal Branch, Barishal

125

Interested persons are entitled to a prospectus, if they desire, and that copies of prospectus may be obtained from the issuer and the issue manager

MJL Bangladesh Limited Application Form

APPLICATION FOR SHARES BY NON-RESIDENT BANGLADESHI(S) (TO BE SENT DIRECTLY TO THE COMPANY’S CORPORATE OFFICE)

Warning: Please read the instructions at the back of this form. Incorrectly filled applications or failing to comply with any of the instructions there in, applications may be rejected.

The Managing Director MJL Bangladesh Limited Mobil House, CWS(C) 9 Gulshan-1, Dhaka-1212. Dear Sir, I/we apply for and request you to allot me/us the following number of Shares and I/we agree to accept the same or any smaller number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum and Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members of the Company as the holder(s) of …………………Shares allotted to me/us pursuant to this application and credit the said shares to my BO (Beneficiary Owner) Account and/or in respect of any application money refundable by crediting directly to the first applicant’s bank account stated below:

1. No. of Shares ……………………………. of Tk [*] each including a premium of Tk. [*] per share. 2. Amount of Tk (in figure) …………………, (in words) …………………………………………………………………….. only

Convertible into US Dollar 1.00 = Tk …………, UK Pound Sterling 1.00 = Tk …………, and Euro 1.00 = Tk ………… 3. Payment by cheque/draft no. ………………………………. dated ………….…………… for US Dollar or UK Pound Sterling or

Euro or Tk ……………… drawn on ………………………..…………… Bank ………………………… Branch.

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid)

5. I/we agree to fully abide by the instructions given herein.

6. Particulars of Applicant(s): a) Sole/First Applicant

Name: Father’s/Husband’s name: Mother’s name: Mailing Address: Occupation: Nationality: Passport No.: Valid up to: Date of Birth: For refund warrant: Applicant’s Bank A/C No.: Name of the Bank: Branch:

b) Second Applicant Name: Father’s/Husband’s name: Mother’s name: Mailing Address: Occupation: Nationality: Passport No.: Valid up to: Date of Birth:

Nominee: Name: Mailing Address:

7. I/we hereby declare that I/we have read the Prospectus of MJL Bangladesh Limited and have willingly subscribed for ……………. no. of shares of Tk [*] each including a premium of Tk [*] per share on this form.

8. Specimen Signature(s): Name in Block Letters Signature Sole/First Applicant:

Second Applicant:

Nominee:

4. Depository (B/O) Account Number

126

Instructions 1. As per provision of Depository Act, 1999 and regulations made thereunder shares will be only be issued in dematerialized

condition. Please mention your BO (Beneficiary Owner) account number in the Application form. If you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as invalid.

2. All information must be written or typed in block letters in English and must not be abbreviated. 3. Application must not be for less than 100 Ordinary shares and must be for a multiple of 100 ordinary shares. Any application

not meeting this criterion will not be considered for allotment purpose. 4. An application must be accompanied by a foreign demand draft drawn on a bank payable at Dhaka or cheque drawn out of

foreign currency deposit account maintained in Bangladesh for the full value of shares favoring “MJL Bangladesh Limited” and crossed “Account payee only”.

5. An application shall be sent by the applicant directly to the Company by ……./……./2010 so as to reach the Company by ……./……./2010. Applications sent after ……./……./2010 or received by the Company after ……./……./2010 will not be considered for allotment purpose.

6. Refund against over-subscription shall be made in the currency in which the value of shares was paid for by the applicant at the same rate as stated on the application form through Account Payee cheque payable at Dhaka with bank account number, bank’s name and branch as indicated in the securities application form.

7. In case of over-subscription, allotment shall be made by lottery solely in accordance with the instructions by SEC. 8. Money receipt on clearance of draft or cheque, as the case may be, shall be sent by post to the applicant by the Company. 9. Joint application by two persons will be acceptable. In such a case, allotment or refund shall be made to the first applicant. 10. Application must be made by an individual, a corporation or company, a trust or a society and not by a firm, minor or persons

of unsound mind. 11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are

maintained with the Bankers to the Issue, Citibank, N.A. or Standard Chartered Bank, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be made only through “Account Payee” cheque(s) with bank account number and name of bank branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be.

12. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the application shall make the Application liable to rejection and subject to forfeiture of application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited Application money or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). This may be in addition to any other penalties as may be provided for by the law.

13. The intending NRB applicants shall deposit share money by US$/UK Pound Sterling/EURO draft drawn on any Bank and payable in Dhaka, Bangladesh, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank cheque marking “Account Payee only”. So that the issuer’s collecting bank can clear the proceeds and deposit the same into issuer bank’s account in time.

14. The spot buying rate (TT Clean) in US$, UK Pound Sterling and EURO of Sonali Bank at the day of subscription opening will be applicable for the Non-Resident Bangladeshi (NRB) applicants.

15. The applicant shall furnish photocopies of relevant pages of valid passports in support of his being a NRB, duel citizenship or of the foreign passport bearing an endorsement from the concerned Bangladeshi Embassy to the effect that no visa is required for him to travel to Bangladesh.

16. In case of joint NRB application joint applicants shall also submit supporting papers/documents in support of their being an NRB as mentioned in para-15 above.

17. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the Commission.

18. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until twenty five days after the prospectus have been published.

THE NRB APPLICATION ALONG WITH THE FOREIGN CURRNENCY DRAFT, AS ABOVE, IS TO BE SUBMITTED TO THE COMPANY’S HEAD OFFICE DIRECTLY WITHIN THE STIPULATED TIME MENTIONED IN PARA 5.

Prospectus - Bangladesh Securities and Exchange Commission · 2018-03-25 · 2 Availability of...

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Transcript of Prospectus - Bangladesh Securities and Exchange Commission · 2018-03-25 · 2 Availability of...